Sec Form 13D Filing - NOMIS BAY LTD. filing for Humanigen, Inc. (HGEN) - 2021-03-24

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(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)*

HUMANIGEN, INC.

(Name of Issuer)

COMMON STOCK, PAR VALUE $.001 per share

(Title of Class of Securities)

444863 10 4

(CUSIP Number)

Nomis Bay LTD

Wessex House, 3^rd Floor, 45 Reid Street

Hamilton, Bermuda, HM 12

441-279-2088

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

09-30-2020

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-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 (‘Act”) 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).

* SEE INSTRUCTIONS

(1) Based upon 53,482,346 shares of Common Stock outstanding as of March 5, 2021, as reported in the Issuer’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 10, 2021.

This Amendment No. 4 to Schedule 13D (this “Amendment No. 4”) amends and supplements the statement on Schedule 13D of Nomis Bay LTD (the “Reporting Person”) filed on July 13, 2016 (the “Original Schedule 13D”) with the Securities and Exchange Commission (the “SEC”); Amendment No. 1 to the Original Schedule 13D filed on February 1, 2018 (“Amendment No. 1”) with the SEC; Amendment No. 2 to the Original Schedule 13D filed on February 1, 2018 (“Amendment No.2”) with the SEC; Amendment No. 3 to the Original Schedule 13D filed on July 21, 2020, and as amended hereby, the “Schedule 13D”. This filing of Amendment No. 4 relates to the Reporting Person’s beneficial ownership of the Shares (herein defined) of the Issuer (herein defined). Except as expressly amended or supplemented in this Amendment No. 4, all other information is the Schedule 13D is as set forth therein. Only the Items amended are set forth herein. Unless otherwise defined, all capitalized terms used herein shall have the respective meanings given such terms in the Schedule 13D.

This Amendment No. 4 reflects various sales of the Shares (as more particularly described below) by the Reporting Person, and the corresponding change in beneficial ownership of Shares by the Reporting Person.

Item 1. Security and Issuer.

Item 1 is hereby amended and restated in its entirety as follows:

This statement relates to the Common Stock, par value $0.001 (the “Shares”), of Humanigen, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 533 Airport Boulevard, Suite 400, Burlingame CA 94010.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented by the incorporation by reference of the information provided below in the response to Item 5.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and restated as follows:

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 24, 2021

Nomis Bay LTD