AGENUS INC — Director's Dealing 2011

Jan 20, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGENUS INC (AGEN)
CIK: 0001098972
Period of Report: 2011-01-18

Reporting Person: ARMEN GARO H (Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-20	Common Stock	A	253980	$0.94	Acquired	2522797	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-18	Restricted Stock	$	A	253980	Acquired		Common Stock (253980)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5475372	Indirect

Footnotes

F1: Represents settlement of restricted stock granted on January 18, 2011 partly in lieu of an annual cash bonus for 2010 performance.

F2: Dr. Armen is trustee and has investment authority for the Garo Armen 2009 2 year GRAT and the Garo Armen 2009 4 year GRAT, each holding 1,607,183 and 2,336,246 shares of Agenus Inc. common stock, respectively. Dr. Armen disclaims beneficial ownership therein. Dr. Armen is the General Partner of Armen Partners LP. As of the date of this report Armen Partners owns a total of 1,507,667 shares of Agenus Inc. common stock. Dr. Armen is also CEO, Chairman of hte Board of Managers and a member of Antigenics Holdings LLC ("Holdings") which as of the date of this report owns 24,276 shares of Agenus In.c common stock. Dr. Armen has a pecuniary interest in only a portion of the shares held by Armen Partners and Holdings, and disclaims beneficial ownership except to the extent of his pecuniary interest therein.

F3: Restricted stock granted on January 18, 2011 in accordance with the Agenus Inc. Equity Incentive Plan partly in lieu of an annual cash bonus for 2010 performance.