Sec Form 3 Filing - Forbion Growth Sponsor FEAC I B.V. @ enGene Holdings Inc. - 2023-10-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Forbion Growth Sponsor FEAC I B.V.
2. Issuer Name and Ticker or Trading Symbol
enGene Holdings Inc. [ ENGN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
GOOIMEER 2-35,
3. Date of Earliest Transaction (MM/DD/YY)
10/30/2023
(Street)
NAARDEN, P71411 DC
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Class A Common Stock 1,373,496 I See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Class A Common Stock 2,000,000 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
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
Warrant (Right to Buy) $ 11.5 ( 7 ) ( 7 ) Class A Common Stock 731,619 I See Footnotes ( 1 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Warrant (Right to Buy) $ 11.5 ( 7 ) ( 7 ) Class A Common Stock 666,666 I See Footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Forbion Growth Sponsor FEAC I B.V.
GOOIMEER 2-35,
NAARDEN, P71411 DC
X
Forbion Growth Opportunities Fund I Cooperatief U.A.
GOOIMEER 2-35,
NAARDEN, P71411 DC
X
Forbion Growth Management B.V.
GOOIMEER 2-35,
NAARDEN, P71411 DC
X
Signatures
/s/ Fobion Growth Sponsor FEAC I B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director 11/02/2023
Signature of Reporting Person Date
/s/ Forbion Growth Opportunities Fund I Cooperatief U.A., By: Sander Slootweg, on behalf of Forbion Growth Management B.V., Director and Wouter Joustra, on behalf of Forbion Growth Management B.V., Director 11/02/2023
Signature of Reporting Person Date
/s/ Forbion Growth Management B.V., By: Sander Slootweg, Director, and Wouter Joustra, its Director 11/02/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )Reflects shares and warrants held by Forbion Growth Opportunities Fund I cooperatief U.A. ("Forbion Cooperatief").
( 3 )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.
( 4 )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.
( 5 )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.
( 6 )Each Reporting Person disclaims beneficial ownership of the shares reported herein, except to the extent of its pecuniary interest therein.
( 7 )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.

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