Amended Statement of Beneficial Ownership (sc 13d/a)
June 09 2021 - 6:03AM
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. 6)*
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)
05-28-2021
(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).
1
|
name
of reporting persons
i.r.s. identification nos. of above persons
Nomis Bay LTD
|
|
2
|
check
the appropriate box if a member of a group*
|
(a)
☐
(b) ☐
|
3
|
sec
use only
|
|
4
|
source
of funds*
WC
|
|
5
|
check
box if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
☐
|
6
|
citizenship
or place of organization
Bermuda
|
|
number
of
shares
beneficially
owned by
each
reporting
person
with
|
|
7
|
sole
voting power
4,023,975
|
|
8
|
shared
voting power
0
|
|
9
|
sole
dispositive power
4,023,975
|
|
10
|
shared
dispositive power
0
|
|
11
|
aggregate
amount beneficially owned by each reporting person
4,023,975
|
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares*
|
☐
|
13
|
percent
of class represented by amount in row (11)
6.81% (1)
|
|
14
|
type
of reporting person*
OO
|
|
* SEE INSTRUCTIONS
(1) Based upon 59,083,706 shares of Common Stock outstanding
as of May 5, 2021, as reported in the Issuer’s Quarterly Report on Form 10-Q, filed with the U.S. Securities and Exchange Commission
on May 13, 2021.
This Amendment No. 6 to Schedule 13D (this “Amendment
No. 6”) 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 (“Amendment No. 3”) with the SEC; Amendment No. 4 to the Original Schedule 13D filed on March 25, 2021 (“Amendment
No.4”) with the SEC; Amendment No. 5 to the Original Schedule 13D filed on May 27, 2021 (“Amendment No.5”) with the
SEC and as amended hereby, the “Schedule 13D”. This filing of Amendment No. 6 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. 6, 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. 6 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:
|
(a)
|
See rows (11) and (13) of the cover page to this Amendment
No. 6 for the aggregate number of shares of Common Stock and the percentage of the Common Stock beneficially owned by the Reporting
Person.
|
|
(b)
|
See rows (7) through (10) of the cover page to this Amendment
No. 6 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.
|
|
(c)
|
From March 29, 2021 through May 27, 2021, the Reporting
Persons disposed of 976,025 shares of Common Stock in a series of transactions. Details by date are provided below.
|
Number of shares of Common
Stock
|
|
Date
|
|
Price Per Share
Consideration1
|
|
Type of Transaction
|
25,000
|
|
04/30/2021
|
|
19.031
|
|
Open Market Sale
|
100,000
|
|
05/03/2021
|
|
19.260
|
|
Other2
|
2,017
|
|
05/03/2021
|
|
19.307
|
|
Open Market Sale
|
48,449
|
|
05/05/2021
|
|
19.540
|
|
Open Market Sale
|
50,000
|
|
05/07/2021
|
|
19.166
|
|
Open Market Sale
|
2,430
|
|
05/10/2021
|
|
19.000
|
|
Open Market Sale
|
18,739
|
|
05/11/2021
|
|
18.392
|
|
Open Market Sale
|
10,100
|
|
05/12/2021
|
|
18.470
|
|
Open Market Sale
|
25,000
|
|
05/13/2021
|
|
17.024
|
|
Open Market Sale
|
55,377
|
|
05/14/2021
|
|
18.124
|
|
Open Market Sale
|
7,234
|
|
05/14/2021
|
|
18.073
|
|
Open Market Sale
|
25,000
|
|
05/17/2021
|
|
18.274
|
|
Open Market Sale
|
42,197
|
|
05/18/2021
|
|
18.274
|
|
Open Market Sale
|
35,000
|
|
05/20/2021
|
|
19.542
|
|
Open Market Sale
|
79,800
|
|
05/21/2021
|
|
20.839
|
|
Open Market Sale
|
100,785
|
|
05/24/2021
|
|
20.078
|
|
Open Market Sale
|
59,483
|
|
05/25/2021
|
|
20.262
|
|
Open Market Sale
|
119,789
|
|
05/26/2021
|
|
21.421
|
|
Open Market Sale
|
153,405
|
|
05/27/2021
|
|
21.951
|
|
Open Market Sale
|
16,220
|
|
05/28/2021
|
|
22.803
|
|
Open Market Sale
|
1
|
A total of approximately $39,024.00 in commissions was also paid in connection with these sales.
|
2
|
The reporting person disposed of the common stock in a private transaction in exchange for services rendered having an estimated
market value of $1,926,000
|
|
(d)
|
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.
|
Item 6. Contracts, Arrangements, Understandings
or Relationships with Respect to Securities of the Issuer.
Title
|
Price
|
Transaction
Date
|
Code
|
Quantity
|
Expiration
Date
|
Price
|
Call Option (Obligation to sell)
|
$20
|
05/12/2021
|
S
|
500
|
05/21/2021
|
$0.1
|
Call Option (Obligation to sell)
|
$20
|
05/20/2021
|
S
|
100
|
05/21/2021
|
$0.15
|
Call Option (Obligation to sell)
|
$22.5
|
05/21/2021
|
S
|
141
|
05/21/2021
|
$0.05
|
Call Option (Obligation to sell)
|
$20
|
05/21/2021
|
S
|
200
|
05/21/2021
|
$0.5
|
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: June 8, 2021
Nomis Bay LTD
By:
|
/S/ Peter Poole
|
|
Name:
|
Peter Poole
|
|
Title:
|
Director
|
|
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