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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lumira Capital Investment Management Inc.

(Last)

(First)

(Middle)

141 ADELAIDE STREET WEST

SUITE 770

(Street)

TORONTO

M5H 3L5

(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)
02/20/2024

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	02/20/2024		A		644,965	A	$10	993,651	I	Held by Lumira Ventures IV, L.P.⁽¹⁾⁽²⁾⁽⁵⁾
Common Shares	02/20/2024		A		155,035	A	$10	238,851	I	Held by Lumira Ventures IV (International), L.P.⁽¹⁾⁽²⁾⁽⁵⁾
Common Shares								1,341,790	I	Held by Lumira Ventures III, L.P.⁽¹⁾⁽³⁾⁽⁵⁾
Common Shares								44,647	I	Held by Lumira Ventures III (International), L.P.⁽¹⁾⁽³⁾⁽⁵⁾
Common Shares								1,077,386	I	Held by Merck Lumira Biosciences Fund, L.P.⁽¹⁾⁽⁴⁾⁽⁵⁾
Common Shares								152,974	I	Held by Merck Lumira Biosciences Fund (Quebec), L.P.⁽¹⁾⁽⁴⁾⁽⁵⁾

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)

Explanation of Responses:

1. This Form 4 is filed jointly by Lumira Ventures III, L.P. ("Lumira III"), Lumira Ventures III (International), L.P. ("Lumira III Int'l"), Lumira Ventures IV, L.P. ("Lumira IV"), Lumira Ventures IV (International), L.P. ("Lumira IV Int'l"), Merck Lumira Biosciences Fund, L.P. ("Merck-Lumira"), Merck Lumira Biosciences Fund (Quebec), L.P. ("Merck-Lumira B" and, together with Lumira III, Lumira III Int'l, Lumira IV, Lumira IV Int'l, and Merck-Lumira, the "Lumira Entities"), Lumira Capital Investment Management Inc. ("Lumira Mgmt"), Lumira Ventures III GP, L.P., Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira Capital GP, L.P., Lumira GP Inc. and Lumira GP Holdings Co. (collectively, the "Reporting Person").

2. Lumira IV and Lumira IV Int'l are controlled by their general partner, Lumira IV GP 2020 Inc., and managed by Lumira Mgmt.

3. Lumira III and Lumira III Int'l are controlled by their general partner, Lumira Ventures III GP, L.P., and managed by Lumira Mgmt. Lumira Ventures III GP, L.P. is controlled by its general partners, Lumira III GP Inc. and Lumira III GP Holdings Co.

4. Merck-Lumira and Merck-Lumira B are controlled by their general partner, Lumira Capital GP, L.P., and managed by Lumira Mgmt. Lumira Capital GP, L.P. is controlled by its general partners, Lumira GP Inc. and Lumira GP Holdings Co.

5. Gerald Brunk, a director of the Issuer, is an executive officer of each of Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira GP Inc., Lumira GP Holdings Co. and Lumira Mgmt and reports his beneficial ownership of these securities on a separate Form 4. Each of Lumira Ventures III GP, L.P., Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira Capital GP, L.P., Lumira GP Inc., Lumira GP Holdings Co., Lumira Mgmt and Mr. Brunk may be deemed to beneficially own the securities held by the respective Lumira Entities, but each disclaims beneficial ownership except to the extent of their respective pecuniary interests therein, if any.

Remarks:

Mr. Brunk serves on the Issuer's Board of Directors (the "Board") as a representative of the Reporting Person. By virtue of his representation on the Board, for purposes of Section 16 of the Exchange Act, the Reporting Person may be deemed to be a director of the Issuer by deputization of Mr. Brunk.

	/s/ Vasco Larcina, CFO of Lumira Capital Investment Management Inc.	02/21/2024
	** 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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