Evan Kearns Form 3 AGENUS / Evan Kearns ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Kearns Evan

(Last) (First) (Middle)

AGENUS INC.

3 FORBES ROAK

(Street)

LEXINGTON MA 02421

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2018

3. Issuer Name and Ticker or Trading Symbol
AGENUS INC [ AGEN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP, General Counsel

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	12,915	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option, Right to buy	10/06/2016(1)	10/06/2024	Common Stock	18,750	2.85	D
Stock Option, Right to buy	05/12/2015(2)	02/12/2025	Common Stock	5,833	5.04	D
Stock Option, Right to buy	03/31/2017(3)	03/31/2026	Common Stock	20,000	4.16	D
Stock Option, Right to buy	03/31/2018(4)	03/31/2027	Common Stock	25,000	3.77	D
Stock Option, Right to buy	03/02/2019(5)	03/02/2028	Common Stock	45,000	5.65	D
Stock Option, Right to buy	07/12/2019(6)	07/12/2028	Common Stock	50,000	2.21	D

Explanation of Responses:

1. Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan and vests in 6,250 shares in annual installments beginning October 6, 2016.

2. Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan and vests in 12 equal quarterly installments beginning May 12, 3015.

3. Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan and vests in three years with one-third vesting on March 31, 2017 and the balance in equal quarterly installments thereafter.

4. Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan and vests one-third on the one-year anniversary of the grant date, March 31, 2017, with the balance vesting in equal quarterly installments thereafter.

5. Options granted March 2, 2018 subject to shareholder approval, which was obtained at the Company's annual shareholder meeting on June 20, 2018. Options awarded in accordance with the Agenus Inc. Amended and Restated 2009 Equity Incentive Plan, and vests over three years with one-third vesting on March 2, 2019 and the balance vesting in equal quarterly installments thereafter.

6. Options 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 the one-year anniversary of the grant date and the balance vesting in equal quarterly installments thereafter.

	Christine M. Klaskin, by Power of Attorney	07/13/2018
	** 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 5 (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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