Amended Statement of Ownership (sc 13g/a)
February 16 2021 - 4:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Amendment No. 1
Under the Securities Exchange Act of
1934
AGENUS INC.
|
(Name of Issuer)
|
|
Common Stock
|
(Title of Class of Securities)
|
|
00847G705
|
(CUSIP Number)
|
|
December 31, 2020
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
¨
|
Rule 13d-1(b)
|
x
|
Rule 13d-1(c)
|
¨
|
Rule 13d-1(d)
|
* The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder
of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of
1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Larry N. Feinberg
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
725,000
|
6
|
SHARED VOTING POWER
11,127,372
|
7
|
SOLE DISPOSITIVE POWER
725,000
|
8
|
SHARED DISPOSITIVE POWER
11,127,372
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,852,372
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.23% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
IN
|
*
|
This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
7,878,701
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
7,878,701
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,878,701
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.14% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
*
|
This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Institutional Partners, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,118,201
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,118,201
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,118,201
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.59% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
*
|
This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Ten Fund, L.P.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
1,790,470
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,790,470
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,790,470
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.94% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
*
|
This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Associates, LLC
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
10,787,372
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
10,787,372
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,787,372
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.67% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
*
|
This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc.
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
11,065,372
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
11,065,372
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,065,372
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.82%*
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
*
|
This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Oracle Investment Management, Inc. Employees’ Retirement
Plan
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
278,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
278,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
278,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.15% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
*
|
This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
|
1
|
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Feinberg Family Foundation
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) ¨
(b) ¨
|
3
|
SEC USE ONLY
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
|
5
|
SOLE VOTING POWER
0
|
6
|
SHARED VOTING POWER
62,000
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
62,000
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,000
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (See Instructions)
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.03% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
*
|
This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.
|
This Amendment No. 1 to Schedule 13G (this “Amendment
No. 1”) is being filed with respect to the Common Stock, par value $0.001 (“Common Stock”) of Agenus Inc., a
Delaware corporation (the “Issuer”), to amend the Schedule 13G filed on July 22, 2020, (as so amended, the “Schedule
13G”), in accordance with the annual amendment requirements. This Amendment No. 1 is being filed on behalf of Oracle Partners,
LP, a Delaware limited partnership (“Oracle Partners”), Oracle Ten Fund, LP, a Delaware limited partnership (“Oracle
Ten Fund”), Oracle Institutional Partners, LP, a Delaware limited partnership (“Institutional Partners” and,
collectively with Oracle Partners and Oracle Ten Fund, the “Oracle Partnerships”), Oracle Investment Management, Inc.
Employees’ Retirement Plan, an employee benefit plan organized in Connecticut (the “Retirement Plan”), Oracle
Associates, LLC, a Delaware limited liability company and the general partner of the Oracle Partnerships (“Oracle Associates”),
Oracle Investment Management, Inc., a Delaware corporation and the investment manager to the Oracle Partnerships and the plan administrator
to the Retirement Plan (the “Investment Manager”), The Feinberg Family Foundation, a foundation organized in Connecticut
(the “Foundation”), and Larry N. Feinberg, the managing member of Oracle Associates, the sole shareholder, director
and president of the Investment Manager and the trustee of the Foundation (each of the foregoing, a “Reporting Person”
and collectively, the “Reporting Persons”). Capitalized terms used but not defined herein have the meaning ascribed
thereto in the Schedule 13G.
|
(a)
|
Amount beneficially owned: 11,852,372
|
|
(b)
|
Percent of class: 6.23%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 725,000
|
|
(ii)
|
Shared power to vote or direct the vote: 11,127,372
|
|
(iii)
|
Sole power to dispose or direct the disposition: 725,000
|
|
(iv)
|
Shared power to dispose or direct the disposition: 11,127,372
|
|
(a)
|
Amount beneficially owned: 7,878,701
|
|
(b)
|
Percent of class: 4.14%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
(ii)
|
Shared power to vote or direct the vote: 7,878,701
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition: 7,878,701
|
|
C.
|
Oracle Institutional Partners, L.P.
|
|
(a)
|
Amount beneficially owned: 1,118,201
|
|
(b)
|
Percent of class: 0.59%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
(ii)
|
Shared power to vote or direct the vote: 1,118,201
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition: 1,118,201
|
|
(a)
|
Amount beneficially owned: 1,790,470
|
|
(b)
|
Percent of class: 0.94%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
(ii)
|
Shared power to vote or direct the vote: 1,790,470
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition: 1,790,470
|
|
E.
|
Oracle Associates, LLC
|
|
(a)
|
Amount beneficially owned: 10,787,372
|
|
(b)
|
Percent of class: 5.67%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
(ii)
|
Shared power to vote or direct the vote: 10,787,372
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition: 10,787,372
|
|
F.
|
Oracle Investment Management, Inc.
|
|
(a)
|
Amount beneficially owned: 11,065,372
|
|
(b)
|
Percent of class: 5.82%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
(ii)
|
Shared power to vote or direct the vote: 11,065,372
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition: 11,065,372
|
|
G.
|
Oracle Investment Management, Inc. Employees’ Retirement Plan
|
|
(a)
|
Amount beneficially owned: 278,000
|
|
(b)
|
Percent of class: 0.15%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
(ii)
|
Shared power to vote or direct the vote: 278,000
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition: 278,000
|
|
H.
|
The Feinberg Family Foundation
|
|
(a)
|
Amount beneficially owned: 62,000
|
|
(b)
|
Percent of class: 0.03%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 0
|
|
(ii)
|
Shared power to vote or direct the vote: 62,000
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition: 62,000
|
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 16, 2021
|
/s/ Larry N. Feinberg
|
|
Larry N. Feinberg, Individually
|
|
|
|
ORACLE PARTNERS, L.P.
|
|
By: ORACLE ASSOCIATES, LLC, its general partner
|
|
|
|
By: /s/ Larry N. Feinberg
|
|
Larry N. Feinberg, Managing Member
|
|
|
|
ORACLE INSTITUTIONAL PARTNERS, L.P.
|
|
By: ORACLE ASSOCIATES, LLC, its general partner
|
|
|
|
By: /s/ Larry N. Feinberg
|
|
Larry N. Feinberg, Managing Member
ORACLE TEN FUND, L.P.
By: ORACLE ASSOCIATES, LLC, its general partner
By: /s/ Larry N. Feinberg
Larry N. Feinberg, Managing Member
|
|
|
|
ORACLE ASSOCIATES, LLC
|
|
|
|
By: /s/ Larry N. Feinberg
|
|
Larry N. Feinberg, Managing Member
|
|
|
|
ORACLE INVESTMENT MANAGEMENT, INC.
|
|
|
|
By: /s/ Larry N. Feinberg
|
|
Larry N. Feinberg, President
|
|
|
|
ORACLE INVESTMENT MANAGEMENT, INC.
|
|
EMPLOYEES’ RETIREMENT PLAN
|
|
|
|
By: /s/ Larry N. Feinberg
|
|
Larry N. Feinberg, Trustee
|
|
|
|
THE FEINBERG FAMILY FOUNDATION
|
|
|
|
By: /s/ Larry N. Feinberg
|
|
Larry N. Feinberg, Trustee
|
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