AGENUS INC — Director's Dealing 2020

Dec 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGENUS INC (AGEN)
CIK: 0001098972
Period of Report: 2020-12-17

Reporting Person: ARMEN GARO H (Director, Chairman and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-18	Common Stock	A	4163	$3.55	Acquired	421845	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-17	Stock Option (Right to buy)	$3.7	A	1900000	Acquired	2030-12-17	Common Stock (1900000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125969	Indirect
Common Stock	704046	Indirect

Footnotes

F1: As previously reported in Current Report on Form 8-K filed with the Securities and Exchange Commission on March 30, 2020, Garo H. Armen's salary is being paid in stock, in lieu of cash, for the balance of 2020. The amount reported herein represents the net amount of Dr. Armen's salary for the pay period ending December 18, 2020. Such shares are issued in accordance with the Agenus Inc. 2019 Equity Incentive Plan (the "2019 Plan") and are fully vested on the date of issuance.

F2: $3.55 is the closing price of our Common Stock on December 18, 2020, the payroll date for the pay period ending December 18, 2020.

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 600,000 shares of our Common Stock. Dr. Armen is Chairman of the Board of Managers and a member of Antigenics LLC ("Antigenics") which as of the date of this report owns 4,046 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 Antigenics and Pixie and disclaims beneficial ownership to the extent of his pecuniary interest therein.

F5: Stock Option awarded in accordance with the 2019 Plan. One-third of the Stock Option vests on December 17, 2021, with the remaining vesting in eight equal quarterly installments thereafter; provided Dr. Armen maintains a service relationship with the Company through each such vesting date and in the event of Dr. Armen's death, disability or retirement, all of the unvested options will vest in full and become exercisable, and each stock option will remain exercisable for the lesser of (a) three years from the date of such event or (b) the end of the 10-year term of each such stock option.