Sec Form 4 Filing - Hanson Jason David @ enGene Holdings Inc. - 2023-10-31

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 Hanson Jason David 2. Issuer Name and Ticker or Trading Symbol enGene Holdings Inc. [ ENGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O 7171 RUE FREDERICK BANTING 3. Date of Earliest Transaction (MM/DD/YY) 10/31/2023 (Street) SAINT-LAURENT, A8H4S 1Z9 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 Option (Right to Buy) $ 0.88 07/09/2018 A 137,051 ( 3 ) 07/09/2028 Common Shares 137,051 ( 1 ) ( 2 ) ( 3 ) 137,051 D Stock Option (Right to Buy) $ 0.88 07/30/2019 A 30,939 ( 4 ) 07/30/2029 Common Shares 30,939 ( 1 ) ( 2 ) ( 4 ) 30,939 D Stock Option (Right to Buy) $ 0.88 08/20/2021 A 524,544 ( 5 ) 08/20/2031 Common Shares 524,544 ( 1 ) ( 2 ) ( 5 ) 524,544 D Stock Option (Right to Buy) $ 0.88 08/20/2021 A 10,906 ( 6 ) 08/20/2031 Common Shares 10,906 ( 1 ) ( 2 ) ( 6 ) 10,906 D Stock Option (Right to Buy) $ 4.25 07/07/2023 A 512,826 ( 7 ) 07/07/2033 Common Shares 512,826 ( 1 ) ( 2 ) ( 7 ) 512,826 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hanson Jason David C/O 7171 RUE FREDERICK BANTING SAINT-LAURENT, A8H4S 1Z9 X Chief Executive Officer Signatures /s/ Jason D. Hanson 11/02/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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". ( 2 )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. ( 3 )This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 759,374 common shares of enGene. ( 4 )This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 171,429 common shares of enGene. ( 5 )This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 2,906,386 common shares of enGene. ( 6 )6. This option is fully vested and exercisable. This option was received in the Business Combination in exchange for an option to purchase 60,429 common shares of enGene. ( 7 )7. 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 2,841,461 common shares of enGene. This option is fully vested.

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