Amended Statement of Beneficial Ownership (sc 13d/a)
March 25 2021 - 6:01AM
Edgar (US Regulatory)
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, 3rd 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).
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1
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name of reporting
persons
i.r.s. identification nos. of above persons
Nomis Bay LTD
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2
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check the appropriate
box if a member of a group*
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(a) ☐
(b) ☐
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3
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sec use only
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4
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source of funds*
WC
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5
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check box if disclosure
of legal proceedings is required pursuant to items 2(d) or 2(e)
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☐
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6
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citizenship or place
of organization
Bermuda
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number of
shares
beneficially
owned by
each
reporting
person
with
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7
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sole voting power
5,342,887
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8
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shared voting power
0
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9
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sole dispositive
power
5,342,887
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10
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shared dispositive
power
0
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11
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aggregate amount
beneficially owned by each reporting person
5,342,887
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12
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check box if the aggregate
amount in row (11) excludes certain shares*
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☐
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13
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percent of class represented
by amount in row (11)
9.99% (1)
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14
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type of reporting person*
OO
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* 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:
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(a)
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See rows (11) and (13) of the cover page to this Amendment No. 4 for the aggregate number of shares of Common Stock and the percentage of the Common Stock beneficially owned by the Reporting Person.
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(b)
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See rows (7) through (10) of the cover page to this Amendment No. 4 for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
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(c)
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From January 11, 2021 through March 11, 2021, the Reporting Persons disposed of 960,645 shares of Common Stock in a series of transactions. Details by date are provided below.
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Number of shares of Common
Stock
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Date
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Price Per Share
Consideration1
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Type of Transaction
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71,892
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01/22/2021
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20.076
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Open Market Sale
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23,140
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01/25/2021
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19.232
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Open Market Sale
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70,0002
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01/25/2021
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18.780
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Other2
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722
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02/02/2021
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20.029
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Open Market Sale
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25,000
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02/03/2021
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19.233
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Open Market Sale
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47,862
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02/04/2021
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21.877
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Open Market Sale
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17,732
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02/08/2021
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20.699
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Open Market Sale
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25,666
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02/09/2021
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22.323
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Open Market Sale
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10,875
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02/10/2021
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21.389
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Open Market Sale
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550
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02/11/2021
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21.009
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Open Market Sale
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16,423
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02/13/2021
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19.681
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Open Market Sale
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77,314
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02/22/2021
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23.213
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Open Market Sale
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25,906
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02/24/2021
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19.545
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Open Market Sale
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2,402
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02/25/2021
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19.164
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Open Market Sale
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30,003
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02/26/2021
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19.179
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Open Market Sale
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14,100
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03/01/2021
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18.649
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Open Market Sale
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83,568
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03/09/2021
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17.238
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Open Market Sale
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32,469
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03/10/2021
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16.464
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Open Market Sale
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119,201
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03/11/2021
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16.021
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Open Market Sale
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37,9122
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03/11/2021
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15.490
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Other2
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80,564
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03/15/2021
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16.893
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Open Market Sale
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43,963
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03/16/2021
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17.903
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Open Market Sale
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64,497
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03/17/2021
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17.925
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Open Market Sale
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23,123
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03/18/2021
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17.751
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Open Market Sale
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11,295
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03/19/2021
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15.876
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Open Market Sale
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69,445
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03/22/2021
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16.193
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Open Market Sale
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1
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A total of approximately $59,905.08 in commissions was also paid
in connection with these sales.
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2
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The reporting person disposed of the common stock in a private transaction in exchange for services rendered having an estimated market value of $1,314,600.
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3
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The reporting person disposed of the common stock in a private transaction in exchange for services rendered having an estimated market value of $586,757.
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(d)
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The Reporting Person and its stockholders have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares reported herein in accordance with their respective ownership interests in the Reporting Person.
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Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Title
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Strike
Price
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Transaction
Date
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Quantity
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Expiration
Date
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Price
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Call
Option (Obligation to sell)
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$15
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12/07/2020
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70
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12/18/2020
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$0.10
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Call
Option (Obligation to sell)
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$15
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12/10/2020
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100
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12/18/2020
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$0.10
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Call
Option (Obligation to sell)
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$15
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12/15/2020
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157
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12/18/2020
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$0.40
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Call
Option (Obligation to sell)
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$15
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12/17/2020
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46
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12/18/2020
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$0.15
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Call
Option (Obligation to sell)
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$20
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03/15/2021
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190
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03/19/2021
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$1.16
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Call
Option (Obligation to sell)
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$22.5
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03/15/2021
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74
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03/19/2021
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$0.8
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Call
Option (Obligation to sell)
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$20
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03/16/2021
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30
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03/19/2021
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$0.7
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Call
Option (Obligation to sell)
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$20
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03/17/2021
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25
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03/19/2021
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$0.4
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Call
Option (Obligation to sell)
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$22.5
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03/18/2021
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20
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03/19/2021
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$0.1
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Call
Option (Obligation to sell)
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$17.5
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03/19/2021
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100
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03/19/2021
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$0.1
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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
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By:
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/s/ Peter Poole
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Name:
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Peter Poole
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Title:
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Director
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