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*
Chappell Dale

(Last) (First) (Middle)
C/O OPUS EQUUM, INC.
P.O. BOX 788

(Street)
DOLORES CO 831323

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HUMANIGEN, INC [ HGEN ]
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)
02/27/2018
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)
Code V Amount (A) or (D) Price
Common Stock, $0.001 par value(1) 02/27/2018 J 5,123,733 A (2) 5,996,710 I(4) By Black Horse Capital LP
Common Stock, $0.001 par value(1) 02/27/2018 J 11,957,369 A (2) 13,997,832 I(5) By Black Horse Capital Master Fund Ltd.
Common Stock, $0.001 par value(1) 02/27/2018 J 12,812,322 A (2) 14,847,640 I(6) By Cheval Holdings, Ltd.
Common Stock, $0.001 par value(1) 02/27/2018 P 32,028,669 A $0.0937(3) 46,876,309 I(6) By Cheval Holdings, Ltd.
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Chappell Dale

(Last) (First) (Middle)
C/O OPUS EQUUM, INC.
P.O. BOX 788

(Street)
DOLORES CO 831323

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BLACK HORSE CAPITAL MANAGEMENT LLC

(Last) (First) (Middle)
C/O OPUS EQUUM, INC.
P.O. BOX 788

(Street)
DOLORES CO 81323

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Black Horse Capital Master Fund Ltd.

(Last) (First) (Middle)
C/O OPUS EQUUM, INC.
P.O. BOX 788

(Street)
DOLORES CO 81323

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Cheval Holdings, Ltd.

(Last) (First) (Middle)
P.O. BOX 309G, UGLAND HOUSE
GEORGETOWN

(Street)
GRAND CAYMAN E9 KY1-1104

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BLACK HORSE CAPITAL LP

(Last) (First) (Middle)
C/O OPUS EQUUM, INC.
P.O. BOX 788

(Street)
DOLORES CO 831323

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is filed jointly by Black Horse Capital LP (the "Domestic Fund"), Black Horse Capital Master Fund Ltd. (the "Offshore Fund"), Cheval Holdings, Ltd. ("Cheval"), Black Horse Capital Management LLC ("BH Management") and Dale Chappell (collectively, the "Reporting Persons"). Each of the Reporting Persons may be deemed to be a member of a Section 13(d) group that may be deemed to collectively beneficially own more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer he or it does not directly own.
2. Securities issued to holder pursuant to a Securities Purchase and Loan Satisfaction Agreement (the "Purchase and Satisfaction Agreement") in connection with the full satisfaction of an approximately $16.3 million term loan, including accrued interest and fees.
3. Securities purchased by Cheval pursuant to the Purchase and Satisfaction Agreement.
4. Securities owned directly by the Domestic Fund. BH Management, as the managing general partner of the Domestic Fund, may be deemed to beneficially own the securities owned directly by the Domestic Fund. Dale Chappell, as the managing member of BH Management, may be deemed to beneficially own the securities owned directly by the Domestic Fund.
5. Securities owned directly by the Offshore Fund. Dale Chappell, as the controlling person of the Offshore Fund, may be deemed to beneficially own the securities owned directly by the Offshore Fund.
6. Securities owned directly by Cheval. Each of BH Management, by virtue of having been granted by the Board of Directors of Cheval the power to manage the securities of the Issuer owned by Cheval, and Dale Chappell, as the managing member of BH Management, may be deemed to beneficially own the securities owned directly by Cheval.
/s/ Dale Chappell 03/01/2018
** 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).
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