Garo H. Armen - Jun 11, 2024 Form 4 Insider Report for AGENUS INC (AGEN)

Role
Chairman and Chief Executive Officer, Director
Signature
/s/Christine M. Klaskin, as Attorney-in-Fact for Garo H. Armen
Stock symbol
AGEN
Transactions as of
Jun 11, 2024
Transactions value $
$16,310
Form type
4
Date filed
6/18/2024, 02:45 PM
Previous filing
Jun 3, 2024
Next filing
Jul 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGEN Common Stock Award $16.3K +1.06K +1.43% $15.46 74.6K Jun 14, 2024 Direct F1, F2
holding AGEN Common Stock 31.3K Jun 11, 2024 See Footnote F3
holding AGEN Common Stock 29K Jun 11, 2024 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 +65.7K $0.00 65.7K Jun 11, 2024 Common Stock 65.7K $11.90 Direct F5
transaction AGEN Stock Option Award $0 +108K $0.00 108K Jun 11, 2024 Common Stock 108K $11.90 Direct F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 At his request and with the approval of the Agenus Inc. Compensation Committee, Garo H. Armen's salary is being paid in stock, in lieu of cash. The amount reported herein represents the net amount of Dr. Armen's salary for the pay period ending June 14, 2024. Such shares are issued in accordance with the Amended and Restated Agenus Inc. 2019 Equity Incentive are fully vested on the date of issuance.
F2 $15.46 is the closing price of our Common Stock on June 14, 2024, the payroll date for the pay period ending June 14, 2024.
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 23,950 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 5,000 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 Options were granted on January 17, 2024 subject to shareholder approval, which was obtained at the Company's annual shareholder meeting on June 11, 2024. Option awarded in accordance with the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan. These options vest as to 50% of the underlying shares on June 27, 2024 and 50% of the underlying shares on September 27, 2024. The Stock Options were granted prior to the 1 for 20 reverse stock split, representing 1,313,020 Stock Options with an exercise price of $0.59.
F6 Options were granted on January 17, 2024 subject to shareholder approval, which was obtained at the Company's annual shareholder meeting on June 11, 2024. Option awarded in accordance with the Agenus Inc. 2019 Amended and Restated Equity Incentive Plan, and vests over three years with one-third of the award vesting on January 16, 2025 and the balance vesting in equal quarterly installments thereafter. The Stock Options were granted prior to the 1 for 20 reverse stock split, representing 2,160,000 Stock Options with an exercise price of $0.59.

Remarks:

Chairman and Chief Executive Officer