AGENUS INC — Director's Dealing 2012

Jun 21, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGENUS INC (AGEN)
CIK: 0001098972
Period of Report: 2012-06-19

Reporting Person: ARMEN GARO H (Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-06-19	Common Stock	A	91659	$5.26	Acquired	605502	Direct
2012-06-20	Common Stock	D	15793	$4.92	Disposed	589709	Direct
2012-06-21	Common Stock	D	29196	$5.05	Disposed	560513	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1118292	Indirect

Footnotes

F1: Represents the settlement of restricted stock granted on June 19, 2012 in lieu of an annual cash bonus for 2011 performance.

F2: Represents the sale, pursuant to a Rule 10b5-1 trading plan, to satisfy tax withholding requirements associated with the restricted stock vested June 19, 2012 issued in lieu of cash for the 2011 management incentive bonus. All shares included in the trading plan have been sold.

F3: Dr. Armen is trustee and has investment authority for the Garo Armen 2009 4 Year GRAT and the Garo Armen 2012 2 Year GRAT, each holding 363,969 and 500,000 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 250,277 shares of Agenus Inc. common stock. Dr. Armen is also the CEO, Chairman of the Board of Managers and a member of Antigenics Holdings LLC ("Holdings") which as of the date of this report owns 4,046 shares of Agenus Inc. 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 to the extent of his pecuniary interest therein.