Sec Form 13D Filing - Cheval Holdings Ltd. filing for HUMANIGEN INC (HGEN) - 2020-09-22

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. 4)*

(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).

The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the “Amendment No. 4”). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein.

Item 4 is hereby amended to add the following:

“As reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 11, 2020, the Board of Directors of the Issuer and stockholders of the Issuer holding approximately 63% of the Issuer’ outstanding common stock previously approved (i) a reverse stock split (the “Reverse Stock Split”) at a ratio of 1-for-5 and (ii) the Issuer’s 2020 Omnibus Incentive Compensation Plan (the “2020 Plan”).  The Reverse Stock Split became effective as of 4:30 p.m. Eastern time on September 11, 2020.

On September 18, 2020, Mr. Chappell received a stock option grant pursuant to the 2020 Plan to purchase 133,760 shares of Common Stock (the “Grant”). The Grant will vest in twelve equal installments, the first of which will occur on December 31, 2020, with the remaining installments to vest on the first day of each quarter thereafter.”

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 approximately 50,187,930 Shares outstanding as of September 14, 2020, as reported in the Issuer’s Prospectus Supplement on Form 424B5 filed with the Securities and Exchange Commission on September 18, 2020.

As of the date hereof, the Domestic Fund may be deemed to beneficially own 1,199,342 Shares, the Offshore Fund may be deemed to beneficially own 2,799,566 Shares and Cheval may be deemed to beneficially own 9,927,383 Shares, constituting approximately 2.4%, 5.6% and 19.8%, 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 11,126,725 Shares beneficially owned by the Domestic Fund and Cheval, constituting approximately 22.2% 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, may be deemed to beneficially own the 13,926,291 Shares owned by each of the Domestic Fund, the Offshore Fund and Cheval, constituting approximately 27.7% of the outstanding Shares.”

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

The following table summarizes the terms of the outstanding options that the Issuer has granted to Mr. Chappell pursuant to the Issuer’s 2020 Plan. The form of the 2020 Plan and the applicable award agreement are listed in Item 7 and were previously filed with the SEC. The terms of such agreements are incorporated herein by reference. Under certain circumstances, Mr. Chappell may be required to forfeit shares underlying unvested options. Pursuant to the terms of the 2020 Plan, in the event of certain corporate transactions, if the surviving or acquiring entity elects to terminate Mr. Chappell’s service to the Issuer under certain circumstances, the vesting and, of the award granted under the 2020 Plan will accelerate in full.

The following documents are filed as exhibits:

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:  September 18, 2020