FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Kearns Evan

2. Date of Event Requiring Statement (MM/DD/YYYY)
7/12/2018 

3. Issuer Name and Ticker or Trading Symbol

AGENUS INC [AGEN]

(Last)        (First)        (Middle)

AGENUS INC., 3 FORBES ROAK

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
VP, General Counsel /

(Street)

LEXINGTON, MA 02421       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   12915   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option, Right to buy   10/6/2016   (1) 10/6/2024   Common Stock   18750   $2.85   D    
Stock Option, Right to buy   5/12/2015   (2) 2/12/2025   Common Stock   5833   $5.04   D    
Stock Option, Right to buy   3/31/2017   (3) 3/31/2026   Common Stock   20000   $4.16   D    
Stock Option, Right to buy   3/31/2018   (4) 3/31/2027   Common Stock   25000   $3.77   D    
Stock Option, Right to buy   3/2/2019   (5) 3/2/2028   Common Stock   45000   $5.65   D    
Stock Option, Right to buy   7/12/2019   (6) 7/12/2028   Common Stock   50000   $2.21   D    

Explanation of Responses:
(1)  Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan and vests in 6,250 shares in annual installments beginning October 6, 2016.
(2)  Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan and vests in 12 equal quarterly installments beginning May 12, 3015.
(3)  Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan and vests in three years with one-third vesting on March 31, 2017 and the balance in equal quarterly installments thereafter.
(4)  Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan and vests one-third on the one-year anniversary of the grant date, March 31, 2017, with the balance vesting in equal quarterly installments thereafter.
(5)  Options granted March 2, 2018 subject to shareholder approval, which was obtained at the Company's annual shareholder meeting on June 20, 2018. Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan, and vests over three years with one-third vesting on March 2, 2019 and the balance vesting in equal quarterly installments thereafter.
(6)  Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive plan and vests over three years with one-third of the award vesting on the one-year anniversary of the grant date and the balance vesting in equal quarterly installments thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kearns Evan
AGENUS INC.
3 FORBES ROAK
LEXINGTON, MA 02421


VP, General Counsel

Signatures
Christine M. Klaskin, by Power of Attorney 7/13/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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