Statement of Changes in Beneficial Ownership (4)
April 05 2021 - 9:01AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
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1. Name and Address of Reporting Person
*
ARMEN GARO H |
2. Issuer Name and Ticker or Trading Symbol
AGENUS INC
[
AGEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chairman & CEO |
(Last)
(First)
(Middle)
C/O AGENUS INC., 3 FORBES ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
4/2/2021 |
(Street)
LEXINGTON, MA 02421
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock (1) | 4/2/2021 | | A | | 135778 | A | $2.87 (2) | 585700 | D | |
Common Stock | | | | | | | | 125969 | I | See Footnote (3) |
Common Stock | | | | | | | | 700000 | I | See Footnote (4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | All Agenus employees were given the option to receive their 2020 bonus awards in cash or Agenus stock. Dr. Armen, Dr. Buell and Ms. Klaskin have all chosen to receive their entire 2020 bonus award in Agenus stock rather than cash. The stock issued is fully-vested on the date of issuance, but is subject to a 6-month lockup restriction. In addition, Dr. Armen continues to receive his base salary in Agenus stock rather than cash |
(2) | $2.87 is the fair market value of our Common Stock on April 2, 2021, the stock issuance date. |
(3) | Shares are held in Dr. Armen's IRA accounts. |
(4) | Dr. Armen is trustee and has investment authority for the Garo Armen 2020 2 Year AG GRAT holder of 600,000 shares of our Common Stock. Dr. Armen is a general partner in Pixie Partners, a General Partnership ("Pixie"), which as of the date of this report owns 100,000 shares of our Common Stock. Dr. Armen has a pecuniary interest in only a portion of the shares held by Pixie and disclaims beneficial ownership to the extent of his pecuniary interest therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
ARMEN GARO H C/O AGENUS INC. 3 FORBES ROAD LEXINGTON, MA 02421 | X |
| Chairman & CEO |
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Signatures
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/s/Evan D. Kearns, as Attorney-in-Fact for Garo H. Armen | | 4/5/2021 |
**Signature of Reporting Person | Date |
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