SEC Form 4 · accession 0001140361-16-079922
HUMANIGEN, INC · HGEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dale Chappell
Director · 10% Owner
Period of report
Sep 13, 2016
Accepted (ET)
Sep 15, 2016 · 5:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001293310
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001F1 | holding | — | — | — | 872,977 | I | By Black Horse Capital LP | |
| Common Stock, par value $0.001F2 | holding | — | — | — | 2,040,463 | I | By Black Horse Capital Master Fund Ltd. | |
| Common Stock, par value $0.001F3 | holding | — | — | — | 2,035,318 | I | By: Cheval Holdings, Ltd. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F4 | $3.38 | Sep 13, 2016 | A | 100,000 | A | — | — | Common Stock, par value $0.001 | 100,000 | 100,000 | D |
Explanation of responses
- F1Securities owned directly by Black Horse Capital LP (the "Domestic Fund"). Dale Chappell, as the managing member of Black Horse Capital Management LLC ("BH Management"), the managing general partner of the Domestic Fund, may be deemed to beneficially own the securities owned directly by the Domestic Fund. Mr. Chappell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that Mr. Chappell is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities of the Issuer he does not directly own.
- F2Securities owned directly by Black Horse Capital Master Fund Ltd. (the "Offshore Fund"). Mr. Chappell, as the controlling person of the Offshore Fund, may be deemed to beneficially own the securities owned directly by the Offshore Fund. Mr. Chappell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that Mr. Chappell is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities of the Issuer he does not directly own.
- F3Securities owned directly by Cheval Holdings, Ltd. ("Cheval"). Dale Chappell, as the managing member of BH Management, which has been granted by the Board of Directors of Cheval the power to manage the securities of the Issuer owned by Cheval, may be deemed to beneficially own the securities owned directly by Cheval. Mr. Chappell disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that Mr. Chappell is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities of the Issuer he does not directly own.
- F4Grant of stock options in connection with Mr. Chappell's service as a director of the Issuer. The options vest and become exercisable in 12 equal quarterly installments beginning on December 13, 2016.