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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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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) |
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, right to buy | $ 14.85 | 07/16/2009 | J(4) | 150,000 | (4) | 07/16/2009 | Common Stock | 150,000 | $ 14.85 | 1,379,427 | D | ||||
Stock Option, right to buy | $ 7.45 | 07/16/2009 | J(4) | 75,000 | (4) | 07/16/2009 | Common Stock | 75,000 | $ 7.45 | 1,304,427 | D | ||||
Stock Option, right to buy | $ 10.18 | 07/16/2009 | J(4) | 175,000 | (4) | 07/16/2009 | Common Stock | 175,000 | $ 10.18 | 1,127,427 | D | ||||
Stock Option, right to buy | $ 6.92 | 07/16/2009 | J(4) | 300,000 | (4) | 07/16/2009 | Common Stock | 300,000 | $ 6.92 | 829,427 | D | ||||
Stock Option, right to buy | $ 1.58 | 07/16/2009 | A | 525,000 | 10/16/2009(5) | 07/16/2019 | Common Stock | 525,000 | $ 1.58 | 1,354,427 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ARMEN GARO H 162 FIFTH AVENUE SUITE 900 NEW YORK, NY 10010 |
Chairman & CEO |
Christine M. Klaskin, by Power of Attorney | 07/17/2009 | |
**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) | Represents settlement of restricted stock which was granted on June 10, 2009 in lieu of an annual cash bonus for 2008 performance. To conserve cash, Dr. Armen receives 30% of his base salary and 100% of his annual bonus in Antigenics common stock. |
(2) | Represents exclusively, shares sold to cover minimum federal, state and local tax withholding requirements upon the vesting of the restricted shares granted in lieu of a cash bonus for 2008 performance. |
(3) | Dr. Armen is the General Partner of Armen Partners LP. As of the date of this report Armen Partners owns a total of 1,501,667 shares of Antigenics Inc. common stock. Dr. Armen has a pecuniary interest in only a portion of the shares held by Armen Partners and disclaims beneficial ownership except to the extent of his pecuniary interest therein. Dr. Armen is also CEO, Chairman of the Board of Managers and a member of Antigenics Holdings LLC ("Holdings") which, as of the date of this report, owns 11,154,274 shares of Antigenics Inc. common stock. Dr. Armen has a pecuniary interest in only a portion of the shares held by Holdings and disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
(4) | Options cancelled pursuant to terms of the offer by Antigenics Inc. to exchange certain outstanding options granted under the Antigenics 1999 Equity Incentive Plan, as amended for options to be granted under the 2009 Equity Incentive Plan. |
(5) | Options vest in 6 equal quarterly installments over an 18 month period beginning October 16, 2009. |