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Filing Details

Accession Number:: 0001235802-14-000161
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-08 16:20:32
Reporting Period:: 2014-12-08

Filing Date:: 2014-12-08
Accepted Time:: 2014-12-08 16:20:32
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
1435895	Split Rock Partners Ii, Lp	10400 Viking Drive Suite 250 Eden Prairie MN 55344		No	No	Yes	No
1626028	Split Rock Partners Ii Management, Llc	10400 Viking Drive Suite 250 Eden Prairie MN 55344		No	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
Common Stock	Acquisiton	2014-12-08	640,230	$0.00	640,230	No	4	C	Direct
Common Stock	Acquisiton	2014-12-08	407,825	$0.00	1,048,055	No	4	C	Direct
Common Stock	Acquisiton	2014-12-08	9,713	$0.76	1,057,768	No	4	X	Direct
Common Stock	Disposition	2014-12-08	668	$11.00	1,057,100	No	4	S	Direct
Common Stock	Acquisiton	2014-12-08	333,466	$11.00	1,390,566	No	4	P	Direct
Common Stock	Disposition	2014-12-08	5,872	$0.00	1,384,694	No	4	J	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	C	Direct
No	4	C	Direct
No	4	X	Direct
No	4	S	Direct
No	4	P	Direct
No	4	J	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series A Convertible Preferred Stock	Disposition	2014-12-08	640,230	$0.00	640,230	$0.00
Common Stock	Series A-1 Convertible Preferred Stock	Disposition	2014-12-08	407,825	$0.00	407,825	$0.00
Common Stock	Common Stock Warrant (Right to Buy)	Disposition	2014-12-08	9,713	$0.00	9,713	$0.76

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

Footnotes

Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
Each outstanding share of Series A Convertible Preferred Stock and Series A-1 Convertible 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 securities are owned directly by Split Rock Partners II, LP ("SRP II"). Voting and investment power over the securities is delegated to Split Rock Partners II Management, LLC ("SRPM II"), the general partner of SRP II. SRPM II has delegated voting and investment decisions to three individuals who require a two-thirds vote to act. SRPM II disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein.
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 668 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 9,045 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.