SEC Form 4 · accession 0001140361-18-011254
HUMANIGEN, INC · HGEN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BLACK HORSE CAPITAL LP
10% Owner
Dale Chappell
10% Owner
BLACK HORSE CAPITAL MANAGEMENT LLC
10% Owner
Cheval Holdings, Ltd.
10% Owner
Black Horse Capital Master Fund Ltd.
10% Owner
Period of report
Feb 27, 2018
Accepted (ET)
Mar 1, 2018 · 4:40 pm EST
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, $0.001 par valueF1,F2,F4 | Feb 27, 2018 | J | 5,123,733 | — | A | 5,996,710 | I | By Black Horse Capital LP |
| Common Stock, $0.001 par valueF1,F2,F5 | Feb 27, 2018 | J | 11,957,369 | — | A | 13,997,832 | I | By Black Horse Capital Master Fund Ltd. |
| Common Stock, $0.001 par valueF1,F2,F6 | Feb 27, 2018 | J | 12,812,322 | — | A | 14,847,640 | I | By Cheval Holdings, Ltd. |
| Common Stock, $0.001 par valueF1,F3,F6 | Feb 27, 2018 | P | 32,028,669 | $0.0937 | A | 46,876,309 | I | By Cheval Holdings, Ltd. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This 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.
- F2Securities issued to holder pursuant to a Securities Purchase and Loan Satisfaction Agreement (the "Purchase and Satisfaction Agreement") in connection with the full satisfaction of an approximately $16.3 million term loan, including accrued interest and fees.
- F3Securities purchased by Cheval pursuant to the Purchase and Satisfaction Agreement.
- F4Securities 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.
- F5Securities 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.
- F6Securities 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.