SEC FORM 4

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^*

CHEUNG ANTHONY TZEYEW

(Last)

(First)

(Middle)

C/O 7171 RUE FREDERICK BANTING

(Street)

SAINT-LAURENT

H4S 1Z9

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

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)

X	Form filed by One Reporting Person
	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)
Common Shares	10/31/2023		A⁽¹⁾⁽²⁾⁽³⁾		49,933	A	⁽¹⁾⁽²⁾⁽³⁾	49,933	D

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)
Stock Option (Right to Buy)	$0.88	12/04/2013		A		52,940		⁽⁴⁾	12/04/2023	Common Shares	52,940	⁽¹⁾⁽²⁾⁽⁴⁾	52,940	D
Stock Option (Right to Buy)	$0.88	05/21/2015		A		28,876		⁽⁵⁾	05/21/2025	Common Shares	28,876	⁽¹⁾⁽²⁾⁽⁵⁾	28,876	D
Stock Option (Right to Buy)	$0.88	01/11/2016		A		22,860		⁽⁶⁾	01/11/2026	Common Shares	22,860	⁽¹⁾⁽²⁾⁽⁶⁾	22,860	D
Stock Option (Right to Buy)	$0.88	03/16/2018		A		36,618		⁽⁷⁾	03/16/2028	Common Shares	36,618	⁽¹⁾⁽²⁾⁽⁷⁾	36,618	D
Stock Option (Right to Buy)	$0.88	12/14/2020		A		1,266		⁽⁸⁾	12/14/2030	Common Shares	1,266	⁽¹⁾⁽²⁾⁽⁸⁾	1,266	D
Stock Option (Right to Buy)	$0.88	08/20/2021		A		155,472		⁽⁹⁾	08/20/2031	Common Shares	155,472	⁽¹⁾⁽²⁾⁽⁹⁾	155,472	D
Stock Option (Right to Buy)	$0.88	08/20/2021		A		2,255		⁽¹⁰⁾	08/20/2031	Common Shares	2,255	⁽¹⁾⁽²⁾⁽¹⁰⁾	2,255	D
Stock Option (Right to Buy)	$4.25	07/07/2023		A		185,222		⁽¹¹⁾	07/07/2033	Common Shares	185,222	⁽¹⁾⁽²⁾⁽¹¹⁾	185,222	D

Explanation of Responses:

1. 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".

2. 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.

3. Reflects Common Shares acquired pursuant to the Business Combination.

4. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 293,333 common shares of enGene.

5. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 160,000 common shares of enGene.

6. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 126,667 common shares of enGene.

7. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 202,897 common shares of enGene.

8. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 7,020 common shares of enGene.

9. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 861,441 common shares of enGene.

10. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 12,500 common shares of enGene.

11. 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 1,026,277 common shares of enGene. This option is fully vested.

	/s/ Anthony T. Cheung	11/02/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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