SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HUMANIGEN, INC [ HGEN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 03/02/2022 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Call Option (Right to Buy)(1) | $2.5 | 03/02/2022 | P | 680 | 03/02/2022 | 05/20/2022 | Common Stock, $0.001 par value | 68,000 | $0.596 | 680 | I(2) | By Black Horse Capital LP | |||
| Call Option (Right to Buy)(1) | $5 | 03/02/2022 | P | 11 | 03/02/2022 | 05/20/2022 | Common Stock, $0.001 par value | 1,100 | $0.3255 | 11 | I(2) | By Black Horse Capital LP | |||
| Call Option (Right to Buy)(1) | $2.5 | 03/03/2022 | P | 5 | 03/03/2022 | 05/20/2022 | Common Stock, $0.001 par value | 500 | $0.7 | 685 | I(2) | By Black Horse Capital LP | |||
| Call Option (Right to Buy)(1) | $5 | 03/03/2022 | P | 173 | 03/03/2022 | 05/20/2022 | Common Stock, $0.001 par value | 17,300 | $0.35 | 184 | I(2) | By Black Horse Capital LP | |||
| Call Option (Right to Buy)(1) | $2.5 | 03/04/2022 | P | 127 | 03/04/2022 | 05/20/2022 | Common Stock, $0.001 par value | 12,700 | $0.8972 | 812 | I(2) | By Black Horse Capital LP | |||
| Call Option (Right to Buy)(1) | $2.5 | 03/02/2022 | P | 1,360 | 03/02/2022 | 05/20/2022 | Common Stock, $0.001 par value | 136,000 | $0.596 | 1,360 | I(3) | By Black Horse Capital Master Fund Ltd. | |||
| Call Option (Right to Buy)(1) | $5 | 03/02/2022 | P | 22 | 03/02/2022 | 05/20/2022 | Common Stock, $0.001 par value | 2,200 | $0.3255 | 22 | I(3) | By Black Horse Capital Master Fund Ltd. | |||
| Call Option (Right to Buy)(1) | $2.5 | 03/03/2022 | P | 10 | 03/03/2022 | 05/20/2022 | Common Stock, $0.001 par value | 1,000 | $0.7 | 1,370 | I(3) | By Black Horse Capital Master Fund Ltd. | |||
| Call Option (Right to Buy)(1) | $5 | 03/03/2022 | P | 346 | 03/03/2022 | 05/20/2022 | Common Stock, $0.001 par value | 34,600 | $0.35 | 368 | I(3) | By Black Horse Capital Master Fund Ltd. | |||
| Call Option (Right to Buy)(1) | $2.5 | 03/04/2022 | P | 255 | 03/04/2022 | 05/20/2022 | Common Stock, $0.001 par value | 25,500 | $0.8972 | 1,625 | I(3) | By Black Horse Capital Master Fund Ltd. | |||
| Call Option (Right to Buy)(1) | $2.5 | 03/02/2022 | P | 4,762 | 03/02/2022 | 05/20/2022 | Common Stock, $0.001 par value | 476,200 | $0.596 | 4,762 | I(4) | By Cheval Holdings, Ltd. | |||
| Call Option (Right to Buy)(1) | $5 | 03/02/2022 | P | 77 | 03/02/2022 | 05/20/2022 | Common Stock, $0.001 par value | 7,700 | $0.3255 | 77 | I(4) | By Cheval Holdings, Ltd. | |||
| Call Option (Right to Buy)(1) | $2.5 | 03/03/2022 | P | 36 | 03/03/2022 | 05/20/2022 | Common Stock, $0.001 par value | 3,600 | $0.7 | 4,798 | I(4) | By Cheval Holdings, Ltd. | |||
| Call Option (Right to Buy)(1) | $5 | 03/03/2022 | P | 1,213 | 03/03/2022 | 05/20/2022 | Common Stock, $0.001 par value | 121,300 | $0.35 | 1,290 | I(4) | By Cheval Holdings, Ltd. | |||
| Call Option (Right to Buy)(1) | $2.5 | 03/04/2022 | P | 891 | 03/04/2022 | 05/20/2022 | Common Stock, $0.001 par value | 89,100 | $0.8972 | 5,689 | I(4) | By Cheval Holdings, Ltd. | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This Form 4 is filed jointly by Black Horse Capital LP (the "Domestic Fund"), Black Horse Capital Master Fund Ltd. (the "Offshore Fund"), Cheval Holdings, Ltd. ("Cheval"), Black Horse Capital Management LLC ("BH Management") and Dale Chappell (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own. |
| 2. Securities owned directly by the Domestic Fund. BH Management, as the managing general partner of the Domestic Fund, may be deemed to beneficially own the securities owned directly by the Domestic Fund. Dale Chappell, as the managing member of BH Management, may be deemed to beneficially own the securities owned directly by the Domestic Fund. |
| 3. Securities owned directly by the Offshore Fund. Dale Chappell, as the controlling person of the Offshore Fund, may be deemed to beneficially own the securities owned directly by the Offshore Fund. |
| 4. Securities owned directly by Cheval. Each of BH Management, by virtue of having been granted by the Board of Directors of Cheval the power to manage the securities of the Issuer owned by Cheval, and Dale Chappell, as the managing member of BH Management, may be deemed to beneficially own the securities owned directly by Cheval. |
| BLACK HORSE CAPITAL LP By: Black Horse Capital Management LLC, its Managing General Partner By: /s/ Dale Chappell Name: Dale Chappell Title: Manager | 03/04/2022 | |
| BLACK HORSE CAPITAL MASTER FUND LTD. By: /s/ Dale Chappell Name: Dale Chappell Title: Director | 03/04/2022 | |
| BLACK HORSE CAPITAL MANAGEMENT LLC By: /s/ Dale Chappell Name: Dale Chappell Title: Manager | 03/04/2022 | |
| CHEVAL HOLDINGS, LTD. By: /s/ Dale Chappell Name: Dale Chappell Title: Director | 03/04/2022 | |
| /s/ Dale Chappell DALE CHAPPELL | 03/04/2022 | |
| ** 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 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||