4//SEC Filing
Forbion Growth Sponsor FEAC I B.V. 4
Accession 0000950103-23-015956
CIK 0001980845other
Filed
Nov 1, 8:00 PM ET
Accepted
Nov 2, 5:29 PM ET
Size
21.6 KB
Accession
0000950103-23-015956
Insider Transaction Report
Form 4
Forbion Growth Sponsor FEAC I B.V.
10% Owner
Transactions
- Other
Class A Common Stock
2023-10-31+130,085→ 1,503,581 total(indirect: See Footnotes) - Other
Class A Common Stock
2023-10-31+2,262,351→ 3,765,932 total(indirect: See Footnotes) - Other
Warrant (Right to Buy)
2023-10-31+950,153→ 1,736,406 total(indirect: See Footnotes)Exercise: $11.50→ Class A Common Stock (950,153 underlying) - Other
Warrant (Right to Buy)
2023-10-31+54,634→ 786,253 total(indirect: See Footnotes)Exercise: $11.50→ Class A Common Stock (54,634 underlying)
Holdings
- 666,666(indirect: See Footnotes)
Warrant (Right to Buy)
Exercise: $11.50→ Class A Common Stock (666,666 underlying) - 2,000,000(indirect: See Footnotes)
Class A Common Stock
Transactions
- Other
Warrant (Right to Buy)
2023-10-31+950,153→ 1,736,406 total(indirect: See Footnotes)Exercise: $11.50→ Class A Common Stock (950,153 underlying) - Other
Warrant (Right to Buy)
2023-10-31+54,634→ 786,253 total(indirect: See Footnotes)Exercise: $11.50→ Class A Common Stock (54,634 underlying) - Other
Class A Common Stock
2023-10-31+130,085→ 1,503,581 total(indirect: See Footnotes) - Other
Class A Common Stock
2023-10-31+2,262,351→ 3,765,932 total(indirect: See Footnotes)
Holdings
- 666,666(indirect: See Footnotes)
Warrant (Right to Buy)
Exercise: $11.50→ Class A Common Stock (666,666 underlying) - 2,000,000(indirect: See Footnotes)
Class A Common Stock
Forbion Growth Management B.V.
10% Owner
Transactions
- Other
Class A Common Stock
2023-10-31+130,085→ 1,503,581 total(indirect: See Footnotes) - Other
Class A Common Stock
2023-10-31+2,262,351→ 3,765,932 total(indirect: See Footnotes) - Other
Warrant (Right to Buy)
2023-10-31+54,634→ 786,253 total(indirect: See Footnotes)Exercise: $11.50→ Class A Common Stock (54,634 underlying) - Other
Warrant (Right to Buy)
2023-10-31+950,153→ 1,736,406 total(indirect: See Footnotes)Exercise: $11.50→ Class A Common Stock (950,153 underlying)
Holdings
- 2,000,000(indirect: See Footnotes)
Class A Common Stock
- 666,666(indirect: See Footnotes)
Warrant (Right to Buy)
Exercise: $11.50→ Class A Common Stock (666,666 underlying)
Footnotes (9)
- [F1]Reflects shares of Class A Common Stock and warrants acquired pursuant to the consummation of the "PIPE Financing", as described in more detail in the Issuer's registration statement on Form S-4 filed with the Securities and Exchange Commission on September 26, 2023.
- [F2]Reflects shares of Class A Common Stock and warrants acquired pursuant to the consummation of the "Convertible Bridge Financing", as described in more detail in the Issuer's registration statement on Form S-4 filed with the Securities and Exchange Commission on September 26, 2023.
- [F3]Reflects shares and warrants held by Forbion Growth Sponsor FEAC I B.V. ("Sponsor"). Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg and W.S.J. Joustra ("Sponsor Board"). All voting and dispositive decisions with respect to the shares held by Sponsor are made by a majority vote of Sponsor Board.
- [F4]Reflects shares and warrants held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief").
- [F5]Forbion Cooperatief wholly owns Sponsor. Forbion Growth Management B.V. is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the securities reported herein.
- [F6]Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the shares held by Sponsor. Forbion Management may be deemed to share voting and investment power (i) with Forbion Cooperatief over the shares held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, Sponsor, over the shares held by Sponsor.
- [F7]Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. Accordingly, because none of the members of Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the shares reported herein, no member of Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares.
- [F8]Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
- [F9]Each warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, and first becomes exercisable 30 days after the consummation of the combination between the Issuer and Forbion European Acquisition Corp. The warrants expire five years following the such combination.
Documents
Issuer
enGene Holdings Inc.
CIK 0001980845
Entity typeother
IncorporatedNetherlands
Related Parties
1- filerCIK 0001897943
Filing Metadata
- Form type
- 4
- Filed
- Nov 1, 8:00 PM ET
- Accepted
- Nov 2, 5:29 PM ET
- Size
- 21.6 KB