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
                      
1. Name and Address of Reporting Person * ARMEN GARO H 2. Issuer Name and Ticker or Trading Symbol AGENUS INC [ AGEN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman and CEO
(Last)         (First)         (Middle)
C/O AGENUS INC., 3 FORBES ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)
4/23/2021
(Street)
LEXINGTON, MA 02421
(City)       (State)       (Zip)
4. 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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 4/23/2021    A    4849  A $3.05 (2) 595194  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)
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)  As previously reported in Current Report on Form 8-K filed with the Securities and Exchange Commission on January 14, 2021, Garo H. Armen's salary is being paid in stock, in lieu of cash, for the first half of 2021. The amount reported herein represents the net amount of Dr. Armen's salary for the pay period ending April 23, 2021. Such shares are issued in accordance with the Agenus Inc. 2019 Equity Incentive Plan and are fully vested on the date of issuance.
(2)  $3.05 is the closing price of our Common Stock on April 23, 2021, the payroll date for the pay period ending April 23, 2021.
(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 reports 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
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 and CEO

Signatures
/s/Evan D. Kearns, as Attorney-in-Fact for Garo H. Armen 4/23/2021
**Signature of Reporting Person Date
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