Filing Details

Accession Number:
0001209191-14-073655
Form Type:
4
Zero Holdings:
No
Publication Time:
2014-12-08 16:32:50
Reporting Period:
2014-12-08
Filing Date:
2014-12-08
Accepted Time:
2014-12-08 16:32:50
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1372299 Histogenics Corp HSGX Orthopedic, Prosthetic & Surgical Appliances & Supplies (3842) 000000000
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1626134 Michael Lewis C/O Histogenics Corporation
830 Winter Street, 3Rd Floor
Waltham MA 02451
Yes No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Acquisiton 2014-12-08 747,000 $0.00 1,036,244 No 4 C Indirect See Footnote
Common Stock Acquisiton 2014-12-08 492,618 $0.00 1,528,862 No 4 C Indirect See Footnote
Common Stock Acquisiton 2014-12-08 11,502 $0.76 1,540,364 No 4 X Indirect See Footnote
Common Stock Disposition 2014-12-08 792 $11.00 1,539,572 No 4 S Indirect See Footnote
Common Stock Acquisiton 2014-12-08 394,918 $11.00 1,934,490 No 4 P Indirect See Footnote
Common Stock Disposition 2014-12-08 17,383 $0.00 1,917,107 No 4 J Indirect See Footnote
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 C Indirect See Footnote
No 4 C Indirect See Footnote
No 4 X Indirect See Footnote
No 4 S Indirect See Footnote
No 4 P Indirect See Footnote
No 4 J Indirect See Footnote
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Series A Preferred Stock Disposition 2014-12-08 747,000 $0.00 747,000 $0.00
Common Stock Series A-1 Preferred Stock Disposition 2014-12-08 492,618 $0.00 492,618 $0.00
Common Stock Common Stock Warrant (Right to Buy) Disposition 2014-12-08 11,502 $0.00 11,502 $0.76
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
0 No 4 C Indirect
0 No 4 C Indirect
0 No 4 X Indirect
Footnotes
  1. Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
  2. Each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock automatically converted on a 1:1 basis into the Issuer's common stock, immediately prior to the closing of the Issuer's initial public offering, for no additional consideration and including accrued dividends. These shares have no expiration date.
  3. The reportable securities are owned by Wilmslow Estates Limited. The Reporting Person has no beneficial interest in the trust which ultimately owns the economic interest in Wilmslow Estates Limited, but other members of the Reporting Person's family are discretionary beneficiaries in such trust. To the extent the Reporting Person may be deemed to hold an indirect beneficial interest under applicable United States securities laws, the Reporting Person disclaims such beneficial interest. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
  4. The Common Stock Warrant was automatically net exercised, immediately prior to the closing of the Issuer's initial public offering. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 792 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 10,710 shares. The expiration date of the warrant is upon the consummation of the Issuer's initial public offering or a liquidity event (as described in such warrant).
  5. These shares of Common Stock were transferred to a strategic partner of the Issuer to satisfy the Reporting Person's contractual obligations under certain agreements between the Issuer, the Reporting Person, certain of the Issuer's other stockholders, and such strategic partner.