13D Filing: Black Horse Capital LP and Humanigen Inc (HGEN)

The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

“The Transaction Closing referred to in Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on January 26, 2018 (“Amendment No.1″) occurred on February 27, 2018. Please see Item 5 herein for the Reporting Persons’ updated holdings.”

Item 5.

Interest in Securities of the Issuer.

Sub-clause (a) of Item 5 is hereby amended and restated in its entirety as follows:

As of the date hereof, the Domestic Fund may be deemed to beneficially own 5,996,710 Shares, the Offshore Fund may be deemed to beneficially own 13,997,832 Shares and Cheval may be deemed to beneficially own 46,876,309 Shares, constituting approximately 5.6%, 13.1% and 43.9%, respectively, of the outstanding Shares.

BH Management, by virtue of its relationships with Domestic Fund and Cheval discussed in further detail in Item 2, may be deemed to beneficially own the 52,873,019 Shares beneficially owned by the Domestic Fund and Cheval, constituting approximately 49.5% of the outstanding Shares.

Mr. Chappell, by virtue of his relationships with the Domestic Fund, the Offshore Fund and Cheval discussed in further detail in Item 2, may be deemed to beneficially own the 66,870,851 Shares owned by each of the Domestic Fund, the Offshore Fund and Cheval, constituting approximately 62.6% of the outstanding Shares.”

Sub-clause (c) is hereby amended and restated in its entirety as follows: