Mitchell Dean J Form 4 ImmunoGen / DEAN J MITCHELL ownership change

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^*

MITCHELL DEAN J

(Last) (First) (Middle)

C/O IMMUNOGEN, INC.

830 WINTER STREET

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ImmunoGen, Inc. [ IMGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2023

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

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
Restricted Stock Unit	$0(1)	06/14/2023		A		13,090		(2)	(2)	Common Stock	13,090	$0(1)	13,090	D
Stock Option (right to buy)	$17.72(3)	06/14/2023		A		19,597		(4)	06/14/2033	Common Stock	19,597	$0	19,597	D

Explanation of Responses:

1. The restricted stock units ("RSUs") were issued pursuant to the Issuer's Compensation Policy for Non-Employee Directors, as amended, and the 2018 Employee, Director and Consultant Equity Incentive Plan, as amended. Each RSU represents the contingent right to receive, upon vesting of the RSU, one share of the Issuer's common stock.

2. The restricted stock units vest on the one-year anniversary of the date of grant, contingent upon the individual remaining a director as of the vesting date.

3. The stock options were issued pursuant to the Issuer's Compensation Policy for Non-Employee Directors, as amended, and the 2018 Employee, Director and Consultant Equity Incentive Plan, as amended.

4. The stock options vest ratably on each of 9/1/23, 12/1/23, 3/1/24, and 6/1/24, contingent upon the individual remaining a director as of each vesting date.

	/s/ Renee Lentini, Attorney-in-Fact	06/16/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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