Sabby Capital actually dumped 68% of its Histogenics Corp (NASDAQ:HSGX) holdings, which is a medicine company, during the third quarter probably when the shares were trading above $3 per share. Mintz’s hedge fund had only 48K shares of the company at the end of September. Today, the fund disclosed a 800K share 5% stake in the company which is now trading at $1.75 per share. You can access the original SEC filing by clicking here.
Ownership Summary Table
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Sabby Healthcare Master Fund, Ltd | 0 | 553,783 | 0 | 553,783 | 553,783 | 3.48 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 43358V109 1. NAME OF REPORTING PERSONS Sabby Volatility Warrant Master Fund, Ltd. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 246,148 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 246,148 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 246,148 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.55 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO CUSIP No. 43358V109 1. NAME OF REPORTING PERSONS Sabby Management, LLC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 799,931 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 799,931 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 799,931 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 43358V109 1. NAME OF REPORTING PERSONS Hal Mintz 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 0 6. SHARED VOTING POWER 799,931 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 799,931 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 799,931 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.02 12. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 43358V109 Item 1. (a). Name of Issuer Histogenics Corporation (b). Address of issuer s principal executive offices 830 Winter Street, 3rd Floor Waltham, Massachusetts 02451 Item 2. (a). Name of person filing Sabby Healthcare Master Fund, Ltd. Sabby Volatility Warrant Master Fund, Ltd. Sabby Management, LLC Hal Mintz (b). Address or principal business office or, if none, residence Sabby Healthcare Master Fund, Ltd. c o Ogier Fiduciary Services (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands Sabby Volatility Warrant Master Fund, Ltd. c o Ogier Fiduciary Services (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman KY1-9007 Cayman Islands Sabby Management, LLC 10 Mountainview Road, Suite 205 Upper Saddle River, New Jersey 07458 Hal Mintz c o Sabby Management, LLC 10 Mountainview Road, Suite 205 Upper Saddle River, New Jersey 07458 (c). Citizenship Sabby Healthcare Master Fund, Ltd. – Cayman Islands Sabby Volatility Warrant Master Fund, Ltd. – Cayman Islands Sabby Management, LLC – Delaware, USA Hal Mintz – USA (d). Title of class of securities Common stock (e). CUSIP No. 43358V109 Item 3. If This Statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E) (f) An employee benefit plan or endowment fund in accordance with Section 240.13d- 1(b)(1)(ii)(F) (g) A parent holding company or control person in accordance with Section 240.13d- 1(b)(1)(ii)(G) (h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813) (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3) (j) A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J) (k) Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J), please specify the type of institution Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned Sabby Healthcare Master Fund, Ltd. – 553,783 Sabby Volatility Warrant Master Fund, Ltd. – 246,148 Sabby Management, LLC – 799,931 Hal Mintz – 799,931 (b) Percent of class Sabby Healthcare Master Fund, Ltd. – 3.48% |
| Sabby Volatility Warrant Master Fund, Ltd | 0 | 246,148 | 0 | 246,148 | 246,148 | |
| Sabby Management | 0 | 799,931 | 0 | 799,931 | 799,931 | |
| Hal Mintz | 0 | 799,931 | 0 | 799,931 | 799,931 |
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Page 1 of 9 – SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.)*
Histogenics Corporation
(Name of Issuer)
Common Shares
(Title of Class of Securities)
43358V109
(CUSIP Number)
December 13, 2016
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
__________
*The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a
prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be filed for the purpose of Section 18 of the
Securities Exchange Act of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
?
CUSIP No.
43358V109
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NAME OF REPORTING PERSONSSabby Healthcare Master Fund, Ltd.2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONCayman IslandsNUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER06.
SHARED VOTING POWER 553,7837.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 553,7839.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 553,78310.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)3.4812.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO?
CUSIP No.
43358V1091.
NAME OF REPORTING PERSONSSabby Volatility Warrant Master Fund, Ltd.2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONCayman IslandsNUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER
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SHARED VOTING POWER 246,1487.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 246,1489.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 246,14810.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)1.5512.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO?
CUSIP No.
43358V1091.
NAME OF REPORTING PERSONSSabby Management, LLC2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONDelaware, USANUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER06.
SHARED VOTING POWER 799,9317.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 799,9319.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 799,93110.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
CUSIP No.
43358V1091.
NAME OF REPORTING PERSONSHal Mintz2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [_]
(b) [X]
3.
SEC USE ONLY4.
CITIZENSHIP OR PLACE OF ORGANIZATIONUSANUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5.
SOLE VOTING POWER06.
SHARED VOTING POWER 799,9317.
SOLE DISPOSITIVE POWER08.
SHARED DISPOSITIVE POWER 799,9319.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 799,93110.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES (SEE INSTRUCTIONS)
[_]11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)5.0212.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN?
CUSIP No.
43358V109
Item 1.
(a).
Name of Issuer:Histogenics Corporation
(b).
Address of issuer’s principal executive offices:830 Winter Street, 3rd Floor
Waltham, Massachusetts 02451
Item 2.
(a).
Name of person filing:Sabby Healthcare Master Fund, Ltd.
Sabby Volatility Warrant Master Fund, Ltd.
Sabby Management, LLC
Hal Mintz
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Page 5 of 9 – SEC Filing
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Sabby Volatility Warrant Master Fund, Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman KY1-9007
Cayman Islands
Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458
Hal Mintz
c/o Sabby Management, LLC
10 Mountainview Road, Suite 205
Upper Saddle River, New Jersey 07458(c).
Citizenship:Sabby Healthcare Master Fund, Ltd. – Cayman Islands
Sabby Volatility Warrant Master Fund, Ltd. – Cayman Islands
Sabby Management, LLC – Delaware, USA
Hal Mintz – USA(d).
Title of class of securities:Common stock
(e).
CUSIP No.:43358V109
Item 3.
If This Statement is filed pursuant to Section 240.13d-1(b) or
240.13d-2(b), or (c), check whether the person filing is a
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of
1940 (15 U.S.C. 80a-8).
(e)
[_]
An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E);
(f)
[_]
An employee benefit plan or endowment fund in accordance with Section 240.13d-
1(b)(1)(ii)(F);
(g)
[_]
A parent holding company or control person in accordance with Section 240.13d-
1(b)(1)(ii)(G);
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act (12 U.S.C.1813);
(i)
[_]
A church plan that is excluded from the definition of an investment
company under section 3(c)(14) of the Investment Company Act of 1940
(15 U.S.C. 80a-3);
(j)
[_]
A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J);
(k)
[_]
Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). If filing as
a non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
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Page 6 of 9 – SEC Filing
Number of shares as to which the person has:
Sabby Healthcare Master Fund, Ltd.
( (i)
Sole power to vote or to direct the vote
0
,( (ii)
Shared power to vote or to direct the vote
553,783
,( (iii)
Sole power to dispose or to direct the disposition of
0
,( (iv)
Shared power to dispose or to direct the disposition of
553,783
.Sabby Volatility Warrant Master Fund, Ltd.
( (i)
Sole power to vote or to direct the vote
0
,( (ii)
Shared power to vote or to direct the vote
246,148
,( (iii)
Sole power to dispose or to direct the disposition of
0
,( (iv)
Shared power to dispose or to direct the disposition of
246,148
.Sabby Management, LLC
(i)
Sole power to vote or to direct the vote
0
,( (ii)
Shared power to vote or to direct the vote
799,931
,( (iii)
Sole power to dispose or to direct the disposition of
0
,( (iv)
Shared power to dispose or to direct the disposition of
799,931
.Hal Mintz
( (i)
Sole power to vote or to direct the vote
0
,( (ii)
Shared power to vote or to direct the vote
799,931
,
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Page 7 of 9 – SEC Filing
Shared power to dispose or to direct the disposition of
799,931
.As calculated in accordance with Rule 13d-3 of the Securities Exchange
Act of 1934, as amended, (i) Sabby Healthcare Master Fund,
Ltd. and Sabby Volatility Master Fund, Ltd. beneficially own 553,783
and 246,148 shares of the Issuer’s common stock (common shares),
respectively, representing approximately 3.48% and 1.55% of the Common
Stock, respectively, and (ii) Sabby Management, LLC and Hal Mintz each
beneficially own 799,931 shares of the common shares,
representing approximately 5.02% of the common shares. Sabby Management,
LLC and Hal Mintz do not directly own any common shares, but
each indirectly owns 799,931 common shares. Sabby Management,
LLC, a Delaware limited liability company, indirectly owns
799,931 common shares because it serves as the investment manager of
Sabby Healthcare Master Fund, Ltd. and Sabby Volatility Warrant Master
Fund, Ltd., Cayman Islands companies. Mr. Mintz indirectly owns
799,931 common shares in his capacity as manager of Sabby Management,
LLC.
Item 5.
Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following
[].
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Page 8 of 9 – SEC Filing
Not applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.Not applicable
Item 8.
Identification and Classification of Members of the Group.Not applicable
Item 9.
Notice of Dissolution of Group.Not applicable
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Item 10.
Certification.By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held
in connection with or as a participant in any transaction having that
purpose or effect.
?
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
December 20, 2016
(Date)Sabby Healthcare Master Fund, Ltd.
By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management Ltd.,
a Director
Sabby Volatility Warrant Master Fund, Ltd.
By: /s/ Harry Thompson
Name: Harry Thompson
Title: Authorized Person of TDF Management Ltd.,
a Director
Sabby Management, LLC*
By: /s/ Robert Grundstein
Name: Robert Grundstein
Title: Chief Operating Officer
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Page 9 of 9 – SEC Filing
Hal Mintz
