Amended Statement of Ownership (sc 13g/a)
February 11 2022 - 4:10PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Amendment No. 2 (EXIT FILING)
Under the Securities Exchange Act of 1934
AGENUS INC.
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(Name of Issuer)
|
|
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Common Stock
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(Title of Class of Securities)
|
|
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00847G705
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(CUSIP Number)
|
|
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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* 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
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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
627,860
|
6
|
SHARED VOTING POWER
8,478,272
|
7
|
SOLE DISPOSITIVE POWER
627,860
|
8
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SHARED DISPOSITIVE POWER
8,478,272
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
9,106,132
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
¨
|
11
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PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
3.55% *
|
12
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TYPE OF REPORTING PERSON (See Instructions)
IN
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*
|
This percentage is based on a total of 256,831,180
shares of common stock outstanding, as of November 5, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 9, 2021 (the “Quarterly Report”).
|
1
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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
5,892,718
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
5,892,718
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
5,892,718
|
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)
2.29% *
|
12
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TYPE OF REPORTING PERSON (See Instructions)
PN
|
*
|
This percentage is based on a total of 256,831,180 shares of common
stock outstanding, as of November 5, 2021, as reported in the Issuer’s Quarterly Report.
|
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
845,544
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
845,544
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
845,544
|
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)
0.33% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
*
|
This percentage is based on a total of 256,831,180
shares of common stock outstanding, as of November 5, 2021, as reported in the Issuer’s Quarterly Report.
|
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
1,400,010
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
1,400,010
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
1,400,010
|
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)
0.55% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
*
|
This percentage is based on a total of 256,831,180
shares of common stock outstanding, as of November 5, 2021, as reported in the Issuer’s Quarterly Report.
|
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
8,138,272
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
8,138,272
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
8,138,272
|
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)
3.17% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
*
|
This percentage is based on a total of 256,831,180
shares of common stock outstanding, as of November 5, 2021, as reported in the Issuer’s Quarterly Report.
|
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
8,416,272
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
8,416,272
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
8,416,272
|
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)
3.28%*
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
*
|
This percentage is based on a total of 256,831,180
shares of common stock outstanding, as of November 5, 2021, as reported in the Issuer’s Quarterly Report.
|
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)
0.11% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
*
|
This percentage is based on a total of 256,831,180
shares of common stock outstanding, as of November 5, 2021, as reported in the Issuer’s Quarterly Report.
|
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)
0.02% *
|
12
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
*
|
This percentage is based on a total of 256,831,180
shares of common stock outstanding, as of November 5, 2021, as reported in the Issuer’s Quarterly Report.
|
This Amendment No. 2 to Schedule 13G
(this “Amendment No. 2”) 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
previously amended by Amendment No. 1, filed on February 11, 2021 (as so amended, the “Schedule 13G”), in accordance
with the annual amendment requirements. This Amendment No. 2 is being filed on behalf of Oracle Partners, L.P., a Delaware limited partnership
(“Oracle Partners”), Oracle Ten Fund, L.P., a Delaware limited partnership (“Oracle Ten Fund”), Oracle Institutional
Partners, L.P., 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. This Amendment constitutes an exit filing of the Reporting
Persons.
|
(a)
|
Amount beneficially owned: 9,106,132
|
|
(b)
|
Percent of class: 3.55%
|
|
(c)
|
Number of shares as to which such person has:
|
|
(i)
|
Sole power to vote or direct the vote: 627,860
|
|
(ii)
|
Shared power to vote or direct the vote: 8,478,272
|
|
(iii)
|
Sole power to dispose or direct the disposition: 627,860
|
|
(iv)
|
Shared power to dispose or direct the disposition:
8,478,272
|
|
(a)
|
Amount beneficially owned: 5,892,718
|
|
(b)
|
Percent of class: 2.29%
|
|
(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: 5,892,718
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition:
5,892,718
|
|
C.
|
Oracle Institutional Partners, L.P.
|
|
(a)
|
Amount beneficially owned: 845,544
|
|
(b)
|
Percent of class: 0.33%
|
|
(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: 845,544
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition:
845,544
|
|
(a)
|
Amount beneficially owned: 1,400,010
|
|
(b)
|
Percent of class: 0.55%
|
|
(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: 1,400,010
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition:
1,400,010
|
|
E.
|
Oracle Associates, LLC
|
|
(a)
|
Amount beneficially owned: 8,138,272
|
|
(b)
|
Percent of class: 3.17%
|
|
(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: 8,138,272
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition:
8,138,272
|
|
F.
|
Oracle Investment Management, Inc.
|
|
(a)
|
Amount beneficially owned: 8,416,272
|
|
(b)
|
Percent of class: 3.28%
|
|
(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: 8,416,272
|
|
(iii)
|
Sole power to dispose or direct the disposition: 0
|
|
(iv)
|
Shared power to dispose or direct the disposition: 8,416,272
|
|
G.
|
Oracle Investment Management, Inc. Employees’ Retirement Plan
|
|
(a)
|
Amount beneficially owned: 278,000
|
|
(b)
|
Percent of class: 0.11%
|
|
(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: 0.02%
|
|
(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
11, 2022
|
/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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