0000929638-23-002988.txt : 20231102 0000929638-23-002988.hdr.sgml : 20231102 20231102160931 ACCESSION NUMBER: 0000929638-23-002988 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231031 FILED AS OF DATE: 20231102 DATE AS OF CHANGE: 20231102 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sullivan James Crowley CENTRAL INDEX KEY: 0001998773 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41854 FILM NUMBER: 231372347 MAIL ADDRESS: STREET 1: 7171 RUE FREDERICK BANTING CITY: SAINT-LAURENT STATE: A8 ZIP: H4S 1Z9 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: enGene Holdings Inc. CENTRAL INDEX KEY: 0001980845 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 000000000 STATE OF INCORPORATION: Z4 FISCAL YEAR END: 1031 BUSINESS ADDRESS: STREET 1: 7171 RUE FREDERICK BANTING CITY: SAINT-LAURENT STATE: A8 ZIP: H4S 1Z9 BUSINESS PHONE: (514) 332-4888 MAIL ADDRESS: STREET 1: 7171 RUE FREDERICK BANTING CITY: SAINT-LAURENT STATE: A8 ZIP: H4S 1Z9 4 1 form4.xml X0508 4 2023-10-31 0001980845 enGene Holdings Inc. ENGN 0001998773 Sullivan James Crowley C/O 7171 RUE FREDERICK BANTING SAINT-LAURENT A8 H4S 1Z9 QUEBEC, CANADA true Chief Scientific Officer false Stock Option (Right to Buy) 0.88 2022-03-18 4 A 0 88901 A 2032-03-18 Common Shares 88901 88901 D Stock Option (Right to Buy) 4.25 2023-07-07 4 A 0 118509 A 2033-07-07 Common Shares 118509 118509 D On October 31, 2023 (the "Closing Date"), the parties to the Business Combination Agreement, dated as of May 16, 2023 (as amended, the "Business Combination Agreement"), by and among Forbion European Acquisition Corp., a Cayman Islands exempted company and a special purpose acquisition corporation ("FEAC"), enGene Inc., a corporation incorporated under the laws of Canada ("enGene"), and enGene Holdings Inc. (the "Issuer" or "New enGene"), completed the transactions contemplated thereby, pursuant to which (i) each share of FEAC was exchanged on a one for one basis for a share of New enGene, and (ii) each share of enGene was exchanged for 0.1804799669 shares of New enGene, and each of FEAC and enGene became wholly-owned subsidiaries of New enGene. The transactions contemplated by the Business Combination Agreement are referred to herein as the "Business Combination". Pursuant to the terms of the Business Combination, the shareholders of enGene received 0.1804799669 common shares of the Issuer ("Common Shares") for each share of enGene held by them immediately prior to the Closing Date. Upon the Closing of the Business Combination, all outstanding enGene options were assumed by New enGene. enGene options that were issued or available to be issued as of May 16, 2023 were accelerated and become vested and exercisable (if not previously vested and exercisable). The issuance of the securities to the Reporting Person was approved by the Issuer's board of directors in the manner contemplated by Rule 16b-3 under the Securities Exchange Act of 1934, as amended. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 492,582 common shares of enGene. 4. This option was granted on July 7, 2023 on the condition it is not exercisable unless and until (i) the Business Combination Agreement has been completed and (ii) an effective registration statement for the New enGene shares underlying such granted options has been filed. This option was received in the Business Combination in exchange for an option to purchase 656,637 common shares of enGene. At the grant date, 30% of the option vested immediately, with the remaining portion to vest equally over 48 months. /s/ James C. Sullivan 2023-11-02