SC 13G/A 1 tm216298d1_sc13ga.htm SC 13G/A

 

  

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13G/A

Amendment No. 1

 

Under the Securities Exchange Act of 1934

  

AGENUS INC.
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
00847G705
(CUSIP Number)
 
December 31, 2020
(Date of Event Which Requires Filing of this Statement)

  

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

   

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Larry N. Feinberg

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 5

SOLE VOTING POWER

 

725,000

6

SHARED VOTING POWER

 

11,127,372

7

SOLE DISPOSITIVE POWER

 

725,000

8

SHARED DISPOSITIVE POWER

 

11,127,372

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,852,372

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

6.23% *

12

TYPE OF REPORTING PERSON (See Instructions)

 

IN

 

* This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

  

 

 

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

7,878,701

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

7,878,701

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,878,701

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

4.14% *

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

  

* This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

   

 

 

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Institutional Partners, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,118,201

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,118,201

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,118,201

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.59% *

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

    

* This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

    

 

 

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Ten Fund, L.P.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

1,790,470

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

1,790,470

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,790,470

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.94% *

12

TYPE OF REPORTING PERSON (See Instructions)

 

PN

   

* This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

  

 

 

 

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Associates, LLC

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

10,787,372

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

10,787,372

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,787,372

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.67% *

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO

   

* This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

   

 

 

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Investment Management, Inc.

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

11,065,372

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

11,065,372

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

11,065,372

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

5.82%*

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO 

  

* This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

   

 

 

   

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Oracle Investment Management, Inc. Employees’ Retirement Plan

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware 

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

278,000

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

278,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

278,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.15% *

12

TYPE OF REPORTING PERSON (See Instructions)

 

OO 

 

* This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

 

 

 

 

  

1

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

The Feinberg Family Foundation

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) 

(a) ¨

(b) ¨

3

SEC USE ONLY

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Connecticut

NUMBER OF 

SHARES 

BENEFICIALLY 

OWNED BY 

EACH 

REPORTING 

PERSON 

WITH: 

 5

SOLE VOTING POWER

 

0

6

SHARED VOTING POWER

 

62,000

7

SOLE DISPOSITIVE POWER

 

0

8

SHARED DISPOSITIVE POWER

 

62,000

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

62,000

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

0.03% *

12

TYPE OF REPORTING PERSON (See Instructions)

 

CO 

   

* This percentage is based on a total of 190,149,301 shares of common stock outstanding, as of November 5, 2020, as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 9, 2020.

  

 

 

 

This Amendment No. 1 to Schedule 13G (this “Amendment No. 1”) is being filed with respect to the Common Stock, par value $0.001 (“Common Stock”) of Agenus Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13G filed on July 22, 2020, (as so amended, the “Schedule 13G”), in accordance with the annual amendment requirements. This Amendment No. 1 is being filed on behalf of Oracle Partners, LP, a Delaware limited partnership (“Oracle Partners”), Oracle Ten Fund, LP, a Delaware limited partnership (“Oracle Ten Fund”), Oracle Institutional Partners, LP, a Delaware limited partnership (“Institutional Partners” and, collectively with Oracle Partners and Oracle Ten Fund, the “Oracle Partnerships”), Oracle Investment Management, Inc. Employees’ Retirement Plan, an employee benefit plan organized in Connecticut (the “Retirement Plan”), Oracle Associates, LLC, a Delaware limited liability company and the general partner of the Oracle Partnerships (“Oracle Associates”), Oracle Investment Management, Inc., a Delaware corporation and the investment manager to the Oracle Partnerships and the plan administrator to the Retirement Plan (the “Investment Manager”), The Feinberg Family Foundation, a foundation organized in Connecticut (the “Foundation”), and Larry N. Feinberg, the managing member of Oracle Associates, the sole shareholder, director and president of the Investment Manager and the trustee of the Foundation (each of the foregoing, a “Reporting Person” and collectively, the “Reporting Persons”). Capitalized terms used but not defined herein have the meaning ascribed thereto in the Schedule 13G.

 

Item 4. Ownership:

  

  A. Larry N. Feinberg

 

  (a) Amount beneficially owned: 11,852,372
  (b) Percent of class: 6.23%
  (c) Number of shares as to which such person has:

 

  (i)    Sole power to vote or direct the vote: 725,000
  (ii)   Shared power to vote or direct the vote: 11,127,372
  (iii) Sole power to dispose or direct the disposition: 725,000
  (iv) Shared power to dispose or direct the disposition: 11,127,372

 

  B. Oracle Partners, L.P.

 

  (a) Amount beneficially owned: 7,878,701
  (b) Percent of class: 4.14%
  (c) Number of shares as to which such person has:

 

  (i)    Sole power to vote or direct the vote: 0
  (ii)   Shared power to vote or direct the vote: 7,878,701
  (iii) Sole power to dispose or direct the disposition: 0
  (iv) Shared power to dispose or direct the disposition: 7,878,701

 

  C. Oracle Institutional Partners, L.P.

 

  (a) Amount beneficially owned: 1,118,201
  (b) Percent of class: 0.59%
  (c) Number of shares as to which such person has:

 

  (i)    Sole power to vote or direct the vote: 0
  (ii)   Shared power to vote or direct the vote: 1,118,201
  (iii) Sole power to dispose or direct the disposition: 0
  (iv) Shared power to dispose or direct the disposition: 1,118,201 

  

  D. Oracle Ten Fund, L.P.

 

  (a) Amount beneficially owned: 1,790,470
  (b) Percent of class: 0.94%
  (c) Number of shares as to which such person has:

 

 

 

 

  (i)    Sole power to vote or direct the vote: 0
  (ii)   Shared power to vote or direct the vote: 1,790,470
  (iii) Sole power to dispose or direct the disposition: 0
  (iv) Shared power to dispose or direct the disposition: 1,790,470

 

  E. Oracle Associates, LLC

 

  (a) Amount beneficially owned: 10,787,372
  (b) Percent of class: 5.67%
  (c) Number of shares as to which such person has:

 

  (i)    Sole power to vote or direct the vote: 0
  (ii)   Shared power to vote or direct the vote: 10,787,372
  (iii) Sole power to dispose or direct the disposition: 0
  (iv) Shared power to dispose or direct the disposition: 10,787,372

 

  F. Oracle Investment Management, Inc.

 

  (a) Amount beneficially owned: 11,065,372
  (b) Percent of class: 5.82%
  (c) Number of shares as to which such person has:

 

  (i)    Sole power to vote or direct the vote: 0
  (ii)   Shared power to vote or direct the vote:  11,065,372
  (iii) Sole power to dispose or direct the disposition: 0
  (iv) Shared power to dispose or direct the disposition: 11,065,372

   

  G. Oracle Investment Management, Inc. Employees’ Retirement Plan

 

  (a) Amount beneficially owned: 278,000
  (b) Percent of class: 0.15%
  (c) Number of shares as to which such person has:

 

  (i)    Sole power to vote or direct the vote: 0
  (ii)   Shared power to vote or direct the vote:  278,000
  (iii) Sole power to dispose or direct the disposition: 0
  (iv) Shared power to dispose or direct the disposition: 278,000

 

  H. The Feinberg Family Foundation

 

  (a) Amount beneficially owned: 62,000
  (b) Percent of class: 0.03%
  (c) Number of shares as to which such person has:

 

  (i)    Sole power to vote or direct the vote: 0
  (ii)   Shared power to vote or direct the vote: 62,000
  (iii) Sole power to dispose or direct the disposition: 0
  (iv) Shared power to dispose or direct the disposition: 62,000

 

 

 

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 16, 2021

 

  /s/ Larry N. Feinberg
  Larry N. Feinberg, Individually
   
  ORACLE PARTNERS, L.P.
  By: ORACLE ASSOCIATES, LLC, its general partner
   
  By: /s/ Larry N. Feinberg
  Larry N. Feinberg, Managing Member
   
  ORACLE INSTITUTIONAL PARTNERS, L.P.
  By: ORACLE ASSOCIATES, LLC, its general partner
   
  By: /s/ Larry N. Feinberg
 

Larry N. Feinberg, Managing Member

 

ORACLE TEN FUND, L.P.

By: ORACLE ASSOCIATES, LLC, its general partner

 

By: /s/ Larry N. Feinberg

Larry N. Feinberg, Managing Member

   
  ORACLE ASSOCIATES, LLC
   
  By: /s/ Larry N. Feinberg
  Larry N. Feinberg, Managing Member
   
  ORACLE INVESTMENT MANAGEMENT, INC.
   
  By:  /s/ Larry N. Feinberg
  Larry N. Feinberg, President
   
  ORACLE INVESTMENT MANAGEMENT, INC.
  EMPLOYEES’ RETIREMENT PLAN
   
  By:  /s/ Larry N. Feinberg
  Larry N. Feinberg, Trustee
   
  THE FEINBERG FAMILY FOUNDATION
   
  By:  /s/ Larry N. Feinberg
  Larry N. Feinberg, Trustee