enGene Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Forbion Growth Sponsor FEAC I B.V.

(Last)

(First)

(Middle)

GOOIMEER 2-35,

(Street)

NAARDEN

1411 DC

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
enGene Holdings Inc. [ ENGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/31/2023		J⁽¹⁾		130,085	A	⁽¹⁾	1,503,581	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock	10/31/2023		J⁽²⁾		2,262,351	A	⁽²⁾	3,765,932	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Stock								2,000,000	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (Right to Buy)	$11.5	10/31/2023		J⁽¹⁾		54,634		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	54,634	⁽¹⁾	786,253	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Warrant (Right to Buy)	$11.5	10/31/2023		J⁽²⁾		950,153		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	950,153	⁽²⁾	1,736,406	I	See Footnotes⁽³⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Warrant (Right to Buy)	$11.5							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	666,666		666,666	I	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾

1. Name and Address of Reporting Person^*

Forbion Growth Sponsor FEAC I B.V.

(Last)

(First)

(Middle)

GOOIMEER 2-35,

(Street)

NAARDEN

1411 DC

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Forbion Growth Opportunities Fund I Cooperatief U.A.

(Last)

(First)

(Middle)

GOOIMEER 2-35,

(Street)

NAARDEN

1411 DC

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Forbion Growth Management B.V.

(Last)

(First)

(Middle)

GOOIMEER 2-35,

(Street)

NAARDEN

1411 DC

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. Reflects shares and warrants held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief").

5. 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.

6. 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.

7. 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.

8. Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.

9. 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.

	/s/ Fobion Growth Sponsor FEAC I B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director	11/02/2023
	/s/ Forbion Growth Opportunities Fund I Cooperatief U.A., By: Sander Slootweg, on behalf of Forbion Growth Management B.V., Director and Wouter Joustra, on behalf of Forbion Growth Management B.V., Director	11/02/2023
	/s/ Forbion Growth Management B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director	11/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

enGene (ENGN) Form 4Change in insider ownership