Statement of Changes in Beneficial Ownership (4)
May 20 2022 - 5:58PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
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Chappell Dale |
2. Issuer Name and Ticker or Trading Symbol
HUMANIGEN, INC
[
HGEN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Scientific Officer |
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(Last)
(First)
(Middle)
C/O OPUS EQUUM INC., PO BOX 788 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/18/2022 |
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(Street)
DOLORES, CO 81323
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock, $0.001 par value (1) | 5/18/2022 | | P | | 17370 | A | $1.962 | 988859 | I (2) | By Black Horse Capital LP |
| Common Stock, $0.001 par value (1) | 5/18/2022 | | P | | 34740 | A | $1.962 | 2209557 | I (3) | By Black Horse Capital Master Fund Ltd. |
| Common Stock, $0.001 par value (1) | 5/18/2022 | | P | | 121590 | A | $1.962 | 8066575 | I (4) | By Cheval Holdings, Ltd. |
| Common Stock, $0.001 par value (1) | 5/19/2022 | | P | | 32381 | A | $2.186 | 1021240 | I (2) | By Black Horse Capital LP |
| Common Stock, $0.001 par value (1) | 5/19/2022 | | P | | 64762 | A | $2.186 | 2274319 | I (3) | By Black Horse Capital Master Fund Ltd. |
| Common Stock, $0.001 par value (1) | 5/19/2022 | | P | | 226665 | A | $2.186 | 8293240 | I (4) | By Cheval Holdings, Ltd. |
| Common Stock, $0.001 par value (1) | 5/20/2022 | | P | | 54549 | A | $2.228 | 1075789 | I (2) | By Black Horse Capital LP |
| Common Stock, $0.001 par value (1) | 5/20/2022 | | P | | 109098 | A | $2.228 | 2383417 | I (3) | By Black Horse Capital Master Fund Ltd. |
| Common Stock, $0.001 par value (1) | 5/20/2022 | | P | | 381841 | A | $2.228 | 8675081 | I (4) | By Cheval Holdings, Ltd. |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| 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. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Chappell Dale
C/O OPUS EQUUM INC.
PO BOX 788
DOLORES, CO 81323 | X | X | Chief Scientific Officer |
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BLACK HORSE CAPITAL LP
C/O OPUS EQUUM INC.
PO BOX 788
DOLORES, CO 81323 |
| X |
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Black Horse Capital Master Fund Ltd.
C/O OPUS EQUUM, INC.
P.O. BOX 788
DOLORES, CO 81323 |
| X |
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BLACK HORSE CAPITAL MANAGEMENT LLC
C/O OPUS EQUUM INC.
PO BOX 788
DOLORES, CO 81323 |
| X |
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Cheval Holdings, Ltd.
P.O. BOX 309G, UGLAND HOUSE
GEORGETOWN
GRAND CAYMAN, E9 KY1-1104 |
| X |
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Signatures
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| BLACK HORSE CAPITAL LP
By: Black Horse Capital Management LLC, its Managing General Partner
By: /s/ Dale Chappell
Name: Dale Chappell
Title: Manager | | 5/20/2022 |
| **Signature of Reporting Person | Date |
| BLACK HORSE CAPITAL MASTER FUND LTD.
By: /s/ Dale Chappell
Name: Dale Chappell
Title: Director | | 5/20/2022 |
| **Signature of Reporting Person | Date |
| BLACK HORSE CAPITAL MANAGEMENT LLC
By: /s/ Dale Chappell
Name: Dale Chappell
Title: Manager | | 5/20/2022 |
| **Signature of Reporting Person | Date |
| CHEVAL HOLDINGS, LTD.
By: /s/ Dale Chappell
Name: Dale Chappell
Title: Director | | 5/20/2022 |
| **Signature of Reporting Person | Date |
| By: /s/ Dale Chappell
Name: Dale Chappell | | 5/20/2022 |
| **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 control number. |
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