Forbion Growth Sponsor FEAC I B.V. - Oct 31, 2023 Form 4 Insider Report for enGene Holdings Inc. (ENGN)

Role: 10%+ Owner
Signature: /s/ Fobion Growth Sponsor FEAC I B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director
Stock symbol: ENGN
Transactions as of: Oct 31, 2023
Transactions value $: $0
Form type: 4
Date filed: 11/2/2023, 05:29 PM
Previous filing: Oct 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ENGN	Class A Common Stock	Other		+130K	+9.47%		1.5M	Oct 31, 2023	See Footnotes	F1, F3, F5, F6, F7, F8
transaction	ENGN	Class A Common Stock	Other		+2.26M	+150.46%		3.77M	Oct 31, 2023	See Footnotes	F2, F3, F5, F6, F7, F8
holding	ENGN	Class A Common Stock						2M	Oct 31, 2023	See Footnotes	F4, F5, F6, F7, F8

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	Warrant (Right to Buy)	Other		+54.6K	+7.47%		786K	Oct 31, 2023	Class A Common Stock	54.6K	$11.50	See Footnotes	F1, F3, F5, F6, F7, F8, F9
transaction	ENGN	Warrant (Right to Buy)	Other		+950K	+120.85%		1.74M	Oct 31, 2023	Class A Common Stock	950K	$11.50	See Footnotes	F2, F3, F5, F6, F7, F8, F9
holding	ENGN	Warrant (Right to Buy)						667K	Oct 31, 2023	Class A Common Stock	667K	$11.50	See Footnotes	F4, F5, F6, F7, F8, F9

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Reflects shares of Class A Common Stock and warrants acquired pursuant to the consummation of the "PIPE Financing", as described in more detail in the Issuer's registration statement on Form S-4 filed with the Securities and Exchange Commission on September 26, 2023.
F2	Reflects shares of Class A Common Stock and warrants acquired pursuant to the consummation of the "Convertible Bridge Financing", as described in more detail in the Issuer's registration statement on Form S-4 filed with the Securities and Exchange Commission on September 26, 2023.
F3	Reflects shares and warrants held by Forbion Growth Sponsor FEAC I B.V. ("Sponsor"). Sponsor is controlled by a four-person Board of Managers comprised of J.M Bos, C. Lesser, S. Slootweg and W.S.J. Joustra ("Sponsor Board"). All voting and dispositive decisions with respect to the shares held by Sponsor are made by a majority vote of Sponsor Board.
F4	Reflects shares and warrants held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief").
F5	Forbion Cooperatief wholly owns Sponsor. Forbion Growth Management B.V. is the sole director of Forbion Cooperatief and exercises voting and investment power through its investment committee (the "Management Investment Committee"), consisting of S. Slootweg, van Osch, G. J. Mulder, V. van Houten, D.A.F. Kersten, N.L. Luneborg, W.S.J. Joustra and J.M. Bos. None of the members of the Management Investment Committee has individual voting and investment power with respect to the securities reported herein.
F6	Sponsor and Forbion Cooperatief may be deemed to have shared voting and investment power over the shares held by Sponsor. Forbion Management may be deemed to share voting and investment power (i) with Forbion Cooperatief over the shares held by Forbion Cooperatief and (ii) with Forbion Cooperatief and, indirectly, Sponsor, over the shares held by Sponsor.
F7	Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, none of the individuals is deemed a beneficial owner of the entity's securities. Accordingly, because none of the members of Sponsor Board or the Management Investment Committee has individual voting or investment control over any of the shares reported herein, no member of Sponsor Board or the Management Investment Committee is deemed to have or share beneficial ownership of such shares.
F8	Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
F9	Each warrant entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, and first becomes exercisable 30 days after the consummation of the combination between the Issuer and Forbion European Acquisition Corp. The warrants expire five years following the such combination.