Alexander Julian Nichols - Oct 31, 2023 Form 4 Insider Report for enGene Holdings Inc. (ENGN)

Role
Pres. & Chief Operating Ofc.
Signature
/s/ Alex J. Nichols
Stock symbol
ENGN
Transactions as of
Oct 31, 2023
Transactions value $
$0
Form type
4
Date filed
11/2/2023, 04:10 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ENGN Stock Option (Right to Buy) Award +178K 178K Feb 18, 2023 Common Shares 178K $1.52 Direct F1, F2, F3
transaction ENGN Stock Option (Right to Buy) Award +102K 102K Jul 7, 2023 Common Shares 102K $4.25 Direct F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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".
F2 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.
F3 This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 985,899 common shares of enGene.
F4 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 564,739 common shares of enGene. At the grant date, 12% of the option vested immediately, with the remaining portion to vest equally over 48 months.