08/12/2026 | Press release | Distributed by Public on 08/12/2026 19:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option | $7.78 | 08/10/2026 | A | 1,971,500 | (1) | 08/10/2036 | Common Stock | 1,971,500 | $ 0 | 1,971,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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ARMEN GARO H C/O AGENUS INC. 3 FORBES ROAD LEXINGTON, MA 02421 |
X | See Remarks | ||
| /s/ Melissa Orilall, as Attorney-in-Fact for Garo H. Armen | 08/12/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Option awarded in accordance with the Agenus Inc. Amended and Restated 2019 Equity Incentive Plan. The options are divided into five equal tranches, each of which vests only if the Company's stock price achieves and sustains, for 30 consecutive calendar days during the five-year performance period, a level equal to 3x, 4x, 5x, 6x, and 8x, respectively, of the measurement price of $7.78 per share, subject in each case to a minimum three-year service requirement. |
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Remarks: Chairman, Chief Executive Officer and Principal Financial Officer |
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