FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Humacyte, Inc. [ HUMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | ||||||
Common Stock | 08/26/2021 | A | 52,519 | A | (1) | 52,519 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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) | $1.15 | 08/26/2021 | A | 6,564 | (2) | 12/14/2022 | Common Stock | 6,564 | (3) | 6,564 | D | ||||
Stock Options (right to buy) | $1.19 | 08/26/2021 | A | 91,908 | (2) | 11/22/2023 | Common Stock | 91,908 | (3) | 91,908 | D | ||||
Stock Options (right to buy) | $2.56 | 08/26/2021 | A | 91,908 | (2) | 12/11/2025 | Common Stock | 91,908 | (3) | 91,908 | D | ||||
Stock Options (right to buy) | $6.54 | 08/26/2021 | A | 118,168 | (2) | 04/12/2028 | Common Stock | 118,168 | (3) | 118,168 | D | ||||
Stock Options (right to buy) | $10.28 | 08/26/2021 | A | 1,575 | 12/14/2021(4) | 12/14/2030 | Common Stock | 1,575 | (3) | 1,575 | D |
Explanation of Responses: |
1. On August 26, 2021, Alpha Healthcare Acquisition Corp. ("AHAC") consummated a business combination (the "Business Combination") by and among AHAC, Hunter Merger Sub, Inc., a Delaware corporation ("Hunter Merger Sub") and Humacyte, Inc., a Delaware corporation ("Legacy Humacyte"), AHAC changed its name to "Humacyte, Inc." and Hunter Merger Sub merged with and into Legacy Humacyte. As part of the Business Combination, each share of Legacy Humacyte stock was exchanged for 0.2626 shares of common stock of Humacyte, Inc. |
2. Options are fully vested and exercisable. |
3. As part of the Business Combination, each Legacy Humacyte stock option was exchanged for a stock option to acquire 0.2626 shares of common stock of Humacyte, Inc. |
4. Options to purchase 2,625 shares of Common Stock granted on 12/14/2020, 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 to the FDA and (iv) one-fifth upon FDA approval of one of Humacyte's product candidates. Accordingly, columns 5, 7, and 9 of Table II report the number of securities equal to three-fifths of the 12/14/2020 option grant. |
/s/ William Edward Tente by Dale A. Sander as Attorney-in-Fact | 08/27/2021 | |
** Signature of Reporting Person | Date | |
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). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |