SEC Form SC 13D/A filed by Humanigen Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

SCHEDULE 13D

(RULE 13D - 101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. 8)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

Eric S. Wagner, Esq.

Kleinberg, Kaplan, Wolff & Cohen, P.C.

500 Fifth Avenue, New York, New York 10110

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(1) Includes 146,500 Shares (as defined below) underlying call options currently exercisable.

(1) Includes 292,900 Shares (as defined below) underlying call options currently exercisable.

(1) Includes 1,025,900 Shares (as defined below) underlying call options currently exercisable.

(1) Includes 1,172,400 Shares (as defined below) underlying call options currently exercisable.

(1) Includes 1,465,300 Shares (as defined below) underlying call options currently exercisable.

The following constitutes Amendment No. 8 (“Amendment No. 8”) to the Schedule 13D dated July 11, 2013 filed by the Reporting Persons with respect to the shares of common stock, par value $0.001 (the “Shares”), of Humanigen, Inc. (the “Issuer”), as previously amended (the “Schedule 13D”). This Amendment No. 8 amends the Schedule 13D as specifically set forth herein.

A total of approximately $20,518,102.58 was paid to acquire the Shares reported as beneficially owned by the Reporting Persons. The funds used to purchase these securities were obtained from the general working capital of the Domestic Fund, the Offshore Fund and Cheval and margin account borrowings made in the ordinary course of business, although the Reporting Persons cannot determine whether any funds allocated to purchase such securities were obtained from any margin account borrowings.

Sub-clause (a) of Item 5 is hereby amended and restated in its entirety as follows:

“(a)            The aggregate percentage of Shares reported owned by each person named herein is based upon 65,329,177 Shares outstanding as of February 16, 2022, as reported in the Issuer’s Form 10-K filed with the Securities and Exchange Commission on March 1, 2022.

As of the date hereof, the Domestic Fund may be deemed to beneficially own 1,117,989 Shares, including 146,500 call options currently exercisable; the Offshore Fund may be deemed to beneficially own 2,467,717 Shares, including 292,900 call options currently exercisable; and Cheval may be deemed to beneficially own 8,970,885 Shares, including 1,025,900 call options currently exercisable, constituting approximately 1.7%, 3.8% and 13.7%, respectively, of the outstanding Shares.

BH Management, by virtue of its relationships with Domestic Fund and Cheval discussed in further detail in Item 2, may be deemed to beneficially own the 10,088,874 Shares, including the 1,172,400 call options currently exercisable, beneficially owned by the Domestic Fund and Cheval, constituting approximately 15.4% of the outstanding Shares.

Mr. Chappell, by virtue of his relationships with the Domestic Fund, the Offshore Fund and Cheval discussed in further detail in Item 2 of the Schedule 13D, may be deemed to beneficially own the 12,556,591 Shares, including the 1,465,300 call options currently exercisable, collectively owned by the Domestic Fund, the Offshore Fund and Cheval. Mr. Chappell also personally owns options that are exercisable within the next 60 days for 93,223 Shares. Together, this constitutes approximately 19.4% of the outstanding Shares.”

Sub-clause (c) is hereby amended and restated in its entirety as follows:

On December 31, 2021, the Issuer granted to Mr. Chappell an option to purchase 44,600 Shares. The option vests in 12 ratable quarterly installments commencing March 31, 2022.

On January 12, 2022, the Issuer, in satisfaction of amounts earned under the Company's 2021 annual incentive plan, granted to Mr. Chappell an option to purchase 36,550 Shares. The option vests on January 12, 2023.

The transactions effected by the Reporting Persons during the past 60 days that were not previously reported on Schedule 13D are set forth on Schedule B attached hereto.”

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated:  March 17, 2022

SCHEDULE B

TRANSACTIONS IN THE SECURITIES OF THE ISSUER EFFECTED BY THE REPORTING PERSONS DURING THE PAST 60 DAYS