| Accession Number: | 0000899243-23-001330 |
| Date: | 2023-01-05 |
| Issuer: | AGENUS INC (AGEN) |
| Original Submission Date: |
ARMEN GARO H
C/O AGENUS INC.
3 FORBES ROAD
LEXINGTON, MA 02421
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2023-01-05 | A | 241,383 | a | $2.45 | 1,249,167 | direct | ||
| COMMON STOCK | 2023-01-05 | 0 | $0.00 | 125,969 | indirect | ||||
| COMMON STOCK | 2023-01-05 | 0 | $0.00 | 579,000 | indirect |
| Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| STOCK OPTION | 2.45 | 2023-01-05 | deemed execution date | A | 2,400,000 (a) | 2033-01-05 | common stock 2,400,000 | $2.45 | 2,400,000 | direct |
| ID | footnote |
|---|---|
| f1 | reflects the executive's 2022 performance bonus award paid in agenus stock. the stock issued is fully-vested on the date of issuance but is subject to a lockup restriction with 50% of the award released on march 24, 2023 and 50% of the award released on june 24, 2023. |
| f2 | $2.45 was the fair market value of agenus common stock on january 5, 2023, the stock issuance date. |
| f3 | shares are held in dr. armen's ira accounts. |
| f4 | dr. armen is trustee and has investment authority for the garo armen 2020 2 year ag grat holder of 479,000 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. |
| f5 | option was granted on january 5, 2023 and awarded in accordance with the 2019 plan. option vests over a three-year period, with one-third of the options vesting on the one-year anniversary of the grant date, with the remainder vesting in equal quarterly installments thereafter. |
