AGENUS INC — Director's Dealing 2023

Jan 9, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AGENUS INC (AGEN)
CIK: 0001098972
Period of Report: 2023-01-05

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-05	Common Stock	A	241383	$2.45	Acquired	1249167	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-05	Stock Option	$2.45	A	2400000	Acquired	2033-01-05	Common Stock (2400000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	125969	Indirect
Common Stock	579000	Indirect

Footnotes

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.