Sec Form 13G Filing - Parian Global Management LP filing for HUMACYTE INC (HUMA) - 2022-02-09

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 (Amendment No. __1__)*

 

Humacyte, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

44486Q103

(CUSIP Number)

 

December 31, 2021

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

	[_]	Rule 13d-1(b)
	[X]	Rule 13d-1(c)
	[_]	Rule 13d-1(d)

 

*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

CUSIP No.: 44486Q103
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Parian Global Management LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)  [_]
	(b)  [  ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER   0
6.	SHARED VOTING POWER   0
7.	SOLE DISPOSITIVE POWER   0
8.	SHARED DISPOSITIVE POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   IA

 

 

CUSIP No.: 44486Q103
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Parian Global Master Fund LP
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)  [_]
	(b)  [  ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER   0
6.	SHARED VOTING POWER   0
7.	SOLE DISPOSITIVE POWER   0
8.	SHARED DISPOSITIVE POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   PN

 

 

CUSIP No.: 44486Q103
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	CCZG LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)  [_]
	(b)  [  ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER   0
6.	SHARED VOTING POWER   0
7.	SOLE DISPOSITIVE POWER   0
8.	SHARED DISPOSITIVE POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	[_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	HC

 

 

CUSIP No.: 44486Q103
1.	NAME OF REPORTING PERSONS
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
	Zachary C. Miller
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)  [_]
	(b)  [  ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.	SOLE VOTING POWER   0
6.	SHARED VOTING POWER   0
7.	SOLE DISPOSITIVE POWER   0
8.	SHARED DISPOSITIVE POWER   0
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   0
10.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)   [_]
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)   0%
12.	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)   HC, IN

 

 

CUSIP No.44486Q103
Item 1.	(a).	Name of Issuer:
		Humacyte, Inc.
	(b).	Address of issuer’s principal executive offices:
		2525 East North Carolina Highway 54
		Durham, NC 27713
Item 2.	(a).	Name of person filing:
		Parian Global Management LP
		Parian Global Master Fund LP
		CCZG LLC
		Zachary C. Miller
	(b).	Address or principal business office or, if none, residence:
		c/o Parian Global Management LP
		61 Pound Ridge Road Pou
		Pound Ridge, NY 10576
	(c).	Citizenship:
		Parian Global Management LP - Delaware
		Parian Global Master Fund LP – Cayman Islands
		CCZG LLC – Delaware
		Zachary C. Miller – United States
	(d).	Title of class of securities:
		Common Stock, par value $0.0001 per share
	(e).	CUSIP No.:
		44486Q103

 

 

CUSIP No.: 44486Q103

 

Item 3.	If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a
	N/A
Item 4.	Ownership.
	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned:
		Parian Global Management LP – 0
		Parian Global Master Fund LP - 0
		CCZG LLC –0
		Zachary C. Miller – 0
	(b)	Percent of class:
		Parian Global Management LP – 0%
		Parian Global Master Fund LP – 0%
		CCZG LLC – 0%
		Zachary C. Miller – 0%
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote
			Parian Global Management LP – 0
			Parian Global Master Fund LP - 0
			CCZG LLC – 0
			Zachary C. Miller – 0
		(ii)	Shared power to vote or to direct the vote
			Parian Global Management LP – 0
			Parian Global Master Fund LP - 0
			CCZG LLC – 0
			Zachary C. Miller – 0
		(iii)	Sole power to dispose or to direct the disposition of
			Parian Global Management LP – 0
			Parian Global Master Fund LP - 0
			CCZG LLC – 0
			Zachary C. Miller – 0
		(iv)	Shared power to dispose or to direct the disposition of
			Parian Global Management LP – 0
			Parian Global Master Fund LP - 0
			CCZG LLC – 0
			Zachary C. Miller – 0

 

 

CUSIP No.: 44486Q103
Item 5.	Ownership of Five Percent or Less of a Class.
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. [X]
Item 6.	Ownership of More Than Five Percent on Behalf of Another Person.
	If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
	N/A
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent
	Holding Company or Control Person.
	If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
	N/A
Item 8.	Identification and Classification of Members of the Group.
	If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
	N/A
Item 9.	Notice of Dissolution of Group.
	Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
	N/A
Item 10.	Certification.
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

 

 

CUSIP No.: 44486Q103

 

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.

 

Dated: February 9, 2022

 

	Parian Global Management LP
	By:	CCZG LLC, its General partner
	By:	/s/ Zachary C. Miller
		Zachary C. Miller, Managing Member
	Parian Global Master LP
	By:	Parian Global Management LP, its Investment Manager
	By:	CCZG LLC, the General Partner of the Investment Manager
	By:	/s/ Zachary C. Miller
		Zachary C. Miller, Managing Member
		CCZG LLC
	By:	/s/ Zachary C. Miller
		Managing Member
		Zachary C. Miller
	By:	/s/ Zachary C. Miller
		Zachary C. Miller

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

CUSIP No.: 44486Q103

 

Exhibit 1

 

Joint Filing Statement

Pursuant to Rule 13d-1(k)(1)

 

The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Common Stock, par value $0.0001 per share of Humacyte, Inc., beneficially owned by them, together with any or all amendments thereto, when and if appropriate. The parties hereto further consent and agree to file this Joint Filing Statement pursuant to Rule13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule13G.

 

This Joint Filing Statement may be terminated by any of the undersigned upon written notice or such lesser period of notice as the undersigned may mutually agree.

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Dated: February 9, 2022

 

	Parian Global Management LP
	By:	CCZG LLC, its General partner
	By:	/s/ Zachary C. Miller
		Zachary C. Miller, Managing Member
		Parian Global Master LP
	By:	Parian Global Management LP, its Investment Manager
	By:	CCZG LLC, the General Partner of the Investment Manager
	By:	/s/ Zachary C. Miller
		Zachary C. Miller, Managing Member
		CCZG LLC
	By:	/s/ Zachary C. Miller
		Managing Member
		Zachary C. Miller
	By:	/s/ Zachary C. Miller
		Zachary C. Miller