Ownership Submission
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Kearns Evan
2. Date of Event Requiring Statement (Month/Day/Year)
07/12/2018
3. Issuer Name and Ticker or Trading Symbol
AGENUS INC [AGEN]
(Last)
(First)
(Middle)
AGENUS INC., 3 FORBES ROAK
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 Original Filed(Month/Day/Year)
(Street)

LEXINGTON, MA 02421
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: 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  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kearns Evan
AGENUS INC.
3 FORBES ROAK
LEXINGTON, MA 02421
      VP, General Counsel  

Signatures

Christine M. Klaskin, by Power of Attorney 07/13/2018
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.

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