Home > Insider Trading > Filing (0001209191-14-073666)

Filing Details

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
1184421	Kevin Rakin	C/O Histogenics Corporation 830 Winter Street, 3Rd Floor Waltham MA 02451		Yes	No	No	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	9,667	$0.00	22,985	No	4	C	Direct
Common Stock	Acquisiton	2014-12-08	5,871	$0.00	28,747	No	4	C	Direct
Common Stock	Acquisiton	2014-12-08	242	$0.76	28,989	No	4	X	Direct
Common Stock	Disposition	2014-12-08	17	$11.00	28,972	No	4	S	Direct
Common Stock	Acquisiton	2014-12-08	6,742	$11.00	35,714	No	4	P	Direct
Common Stock	Disposition	2014-12-08	89	$0.00	35,625	No	4	J	Direct
Common Stock	Acquisiton	2014-12-08	6,444	$0.00	42,069	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-12-08	3,914	$0.00	45,983	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-12-08	4,495	$11.00	50,478	No	4	P	Indirect	See Footnote
Common Stock	Disposition	2014-12-08	58	$0.00	50,420	No	4	J	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Direct
No	4	C	Direct
No	4	X	Direct
No	4	S	Direct
No	4	P	Direct
No	4	J	Direct
No	4	C	Indirect	See Footnote
No	4	C	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	9,667	$0.00	9,667	$0.00
Common Stock	Series A-1 Preferred Stock	Disposition	2014-12-08	5,871	$0.00	5,871	$0.00
Common Stock	Common Stock Warrant (Right to Buy)	Disposition	2014-12-08	242	$0.00	225	$0.76
Common Stock	Series A Preferred Stock	Disposition	2014-12-08	6,444	$0.00	6,444	$0.00
Common Stock	Series A-1 Preferred Stock	Disposition	2014-12-08	3,914	$0.00	3,914	$0.00

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

Footnotes

Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
All outstanding shares of the Issuer's preferred stock converted on a 1:1 basis into shares of 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 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 17 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 225 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).
The reportable securities are owned by the Kevin L. Rakin Irrevocable Trust. 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, except to the extent of his pecuniary interest therein.
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.