Charles Evan Ballantyne Form 4 AGENUS / Charles Evan Ballantyne 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^*

Ballantyne Charles Evan

(Last) (First) (Middle)

27 HEARTHSTONE ROAD

(Street)

HOPKINTON MA 01748

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/14/2016

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
Stock Option, right to buy	$4.16	06/14/2016(1)		A		75,000		03/31/2017(1)	03/31/2026	Common Stock	75,000	$4.16	75,000	D
Restricted Stock Unit	(2)	06/14/2016(2)		A		14,000		03/31/2019(2)	03/31/2019(2)	Common Stock	14,000(2)	(2)	14,000(2)	D

Explanation of Responses:

1. Option was granted on March 31, 2016 subject to shareholder approval, which was obtained at the Company's annual shareholder meeting on June 14, 2016. Option awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan, and vests over three years with one-third of the award vesting on March 31, 2017 and the balance vesting in equal quarterly installments thereafter.

2. Award was granted on March 31, 2016 subject to shareholder approval, which was obtained at the Company's annual shareholder meeting on June 14, 2016. RSU awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan, and is eligible to vest in a single installment on March 31, 2019 based upon Company stock price performance. Amount shown reflects the target award. The ultimate award size can range between 50% and 150% of the target based on the actual average stock price achieved.

	Christine M. Klaskin, by Power of Attorney	06/16/2016
	** 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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