Statement of Changes in Beneficial Ownership (4)
April 07 2020 - 8:57AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
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)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O OPUS EQUUM INC., PO BOX 788 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/11/2019 |
(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) | 4/2/2020 | | C(2) | | 1583333 | A | $0.36 | 49636917 | I (3) | 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 |
Convertible Note (1)(4) | $0.36 | 9/20/2018 | | J | | $500000 | | 12/11/2019 (5) | 12/11/2019 (5) | Common Stock, $0.001 par value | 1583333 | $500000 | $500000 | I (3) | By Cheval Holdings, Ltd. |
Convertible Note (1)(4) | $0.36 | 4/2/2020 | | C | | | $500000 | 12/11/2019 (5) | 12/11/2019 (5) | Common Stock, $0.001 par value | 1583333 | $500000 | 0 | I (3) | By Cheval Holdings, Ltd. |
Explanation of Responses: |
(1) | This Form 4 is filed jointly by 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) | The shares of common stock were issued to Cheval in connection with the conversion of its 2018 convertible note of Humanigen, Inc. (the "Issuer") disclosed in Table II of this Form 4, including accrued and unpaid interest thereon and in accordance with the terms of the convertible note. . |
(3) | 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. |
(4) | The principal amount and accrued and unpaid interest on the 2018 convertible note is convertible into 1,583,333 shares of Common Stock of the Issuer. |
(5) | While the Issuer disclosed on its Current Report on 8-K filed with the Securities and Exchange Commission on April 6, 2020 that the 2018 and 2019 convertible notes first became convertible as of December 11, 2019, the Reporting Persons only became of their ability to convert in early April 2020. Upon notice of their ability to convert, the Reporting Persons elected to do so and promptly filed this Form 4 in connection therewith. |
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 |
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Cheval Holdings, Ltd. P.O. BOX 309G, UGLAND HOUSE GEORGETOWN GRAND CAYMAN, E9 KY1-1104 |
| 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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Signatures
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/s/ Dale Chappell
DALE CHAPPELL | | 4/7/2020 |
**Signature of Reporting Person | Date |
CHEVAL HOLDINGS, LTD.
By: /s/ Dale Chappell
Name: Dale Chappell
Title: Director | | 4/7/2020 |
**Signature of Reporting Person | Date |
BLACK HORSE CAPITAL MANAGEMENT LLC
By: /s/ Dale Chappell
Name: Dale Chappell
Title: Managing Member | | 4/6/2020 |
**Signature of Reporting Person | Date |
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