SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
ARMEN GARO H

(Last) (First) (Middle)
C/O AGENUS INC., 3 FORBES ROAD

(Street)
LEXINGTON MA 02421

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
AGENUS INC [ AGEN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman and CEO
3. Date of Earliest Transaction (Month/Day/Year)
07/31/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock(1) 07/31/2020 A 4,861 A $3.04(2) 318,405 D
Common Stock 125,969 I See footnote.(3)
Common Stock 863,046 I See footnote.(4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. 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 July 31, 2020. Such shares are issued in accordance with the Agenus Inc. 2019 Equity Incentive Plan and are fully vested on the date of issuance.
2. $3.04 is the closing price of our Common Stock on July 31, 2020, the payroll date for the pay period ending July 31, 2020.
3. Shares are held in Dr. Armen's IRA accounts.
4. Dr. Armen is trustee and has investment authority for the Garo Armen 2018 2 Year AG GRAT holder of 159,000 shares of our Common Stock and 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.
/s/Evan D. Kearns, as Attorney-in-Fact for Garo H. Armen 07/31/2020
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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