Garo H. Armen - Jan 5, 2023 Form 4 Insider Report for AGENUS INC (AGEN)

Role
Chairman and CEO, Director
Signature
/s/ Christine Klaskin, as attorney-in-fact for Garo H. Armen
Stock symbol
AGEN
Transactions as of
Jan 5, 2023
Transactions value $
$591,388
Form type
4
Date filed
1/9/2023, 05:03 PM
Previous filing
Feb 4, 2022
Next filing
Jan 18, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGEN Common Stock Award $591K +241K +23.95% $2.45 1.25M Jan 5, 2023 Direct F1, F2
holding AGEN Common Stock 126K Jan 5, 2023 See Footnote F3
holding AGEN Common Stock 579K Jan 5, 2023 See Footnote F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AGEN Stock Option Award $0 +2.4M $0.00 2.4M Jan 5, 2023 Common Stock 2.4M $2.45 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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.