Sec Form 4 Filing - Niklason Laura E @ Humacyte, Inc. - 2023-12-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Niklason Laura E 2. Issuer Name and Ticker or Trading Symbol Humacyte, Inc. [ HUMA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) President, CEO and Director (Last) (First) (Middle) 2525 EAST NORTH CAROLINA HIGHWAY 54 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2023 (Street) DURHAM, NC27713 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options (right to buy) $ 2.8 12/08/2023 A 803,000 ( 1 ) 12/08/2033 Common Stock 803,000 $ 0 803,000 D Stock Options (right to buy) $ 10.28 12/11/2023 A 525 12/11/2023( 2 ) 12/14/2030 Common Stock 525 $ 0 2,100 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Niklason Laura E 2525 EAST NORTH CAROLINA HIGHWAY 54 DURHAM, NC27713 X President, CEO and Director Signatures /s/ Laura E. Niklason by Dale A. Sander as Attorney-in-Fact 12/12/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The first 25% of the option becomes exercisable on December 8, 2024, after which 1/48 of the option will become exercisable on the 8th of each month through December 8, 2027. ( 2 )On December 14, 2020, Humacyte granted options to purchase 2,625 shares of common stock, which vest as follows: (i) one-fifth on the first anniversary of the vesting commencement date, (ii) two-fifths in equal installments over a period of 24 months commencing on the first anniversary of the vesting commencement date, (iii) one-fifth upon the submission of a Biologics License Application ("BLA") to the FDA and (iv) one-fifth upon FDA approval of one of Humacyte's product candidates. Humacyte previously reported three-fifths of the option grant on a Form 4 filed on August 27, 2021. On December 11, 2023 Humacyte submitted a BLA to the FDA. Accordingly, columns 5 and 7 of Table II report the number of securities equal to one-fifth of the 12/14/2020 option grant.

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).

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