enGene (ENGN) Form 4 Change in insider ownership

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^*

Forbion Growth Opportunities Fund I Cooperatief U.A.

(Last) (First) (Middle)

GOOIMEER 2-35,

(Street)

NAARDEN P7 1411 DC

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
enGene Holdings Inc. [ ENGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/27/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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
Common Shares	12/27/2023		P		2,750	A	$7.1678(1)	2,002,750	D(2)
Common Shares	12/28/2023		P		5,050	A	$7.6885(3)	2,007,800	D(2)
Common Shares	12/29/2023		P		400	A	$8.3	2,008,200	D(2)
Common Shares	12/29/2023		P		9,620	A	$9.0905(4)	2,017,820	D(2)
Common Shares	09/27/2024		P		38,396	A	$5.9384(5)	2,056,216	D(2)
Common Shares	09/27/2024		P		3,243	A	$6.3794(6)	2,059,459	D(2)
Common Shares	09/30/2024		P		341,332	A	$6.338(7)	2,400,791	D(2)
Common Shares	10/01/2024		P		35,279	A	$6.4389(8)	2,436,070	D(2)
Common Shares	10/02/2024		P		10,153	A	$6.3722(9)	2,446,223	D(2)
Common Shares	10/03/2024		P		5,769	A	$6.4824(10)	2,451,992	D(2)
Common Shares	10/04/2024		P		5,997	A	$6.5436(11)	2,457,989	D(2)
Common Shares	10/07/2024		P		11,844	A	$6.546(12)	2,469,833	D(2)
Common Shares	10/08/2024		P		800	A	$6.5981(13)	2,470,633	D(2)
Common Shares								3,765,932	I	By Forbion Growth Sponsor FEAC I B.V.(14)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

1. Name and Address of Reporting Person^*

Forbion Growth Opportunities Fund I Cooperatief U.A.

(Last) (First) (Middle)

GOOIMEER 2-35,

(Street)

NAARDEN P7 1411 DC

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Forbion Growth Management B.V.

(Last) (First) (Middle)

GOOIMEER 2-35,

(Street)

NAARDEN P7 1411 DC

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.10 to $7.37, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

2. Shares held by Forbion Growth Opportunities Fund I Cooperatief U.A. ("Forbion Cooperatief"). Forbion Growth Management B.V. ("Forbion Management") is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the securities reported herein. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $7.48 to $8.19, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $8.65 to $9.39, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.31 to $6.30, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.31 to $6.40, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.97 to $6.60, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.30 to $6.60, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

9. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.07 to $6.67, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

10. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.435 to $6.585, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

11. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.50 to $6.62, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

12. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.42 to $6.60, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

13. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.59 to $6.60, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range.

14. Shares held by Forbion Growth Sponsor FEAC I B.V. ("Sponsor"). Sponsor is wholly owned by Forbion Cooperatief, and is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg and W.S.J. Joustra ("Sponsor Board"). All voting and dispositive decisions with respect to the shares held by Sponsor are made by a majority vote of Sponsor Board. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein, if any.

	/s/ Forbion Growth Opportunities Fund I Cooperatief U.A., By: Sander Slootweg, on behalf of Forbion Growth Management B.V., Director and Wouter Joustra, on behalf of Forbion Growth Management B.V., Director	10/18/2024
	/s/ Forbion Growth Management B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director	10/18/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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