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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

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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

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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

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	X	Indirect

Footnotes

Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
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.
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.
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).
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.