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Filing Details

Accession Number:: 0001144204-14-073112
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-10 14:03:52
Reporting Period:: 2014-12-08

Filing Date:: 2014-12-10
Accepted Time:: 2014-12-10 14:03:52
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	Director	Officer	Large Shareholder	Other
1202793	Michael Powell	3000 Sand Hill Road, 4-250 Menlo Park CA 94025	No	No	Yes	No
1245624	James Healy	3000 Sand Hill Road, 4-250 Menlo Park CA 94025	No	No	Yes	No
1253170	Srinivas Akkaraju	3000 Sand Hill Road, 4-250 Menlo Park CA 94025	No	No	Yes	No
1524064	Sofinnova Venture Partners Viii, L.p.	3000 Sand Hill Road, 4-250 Menlo Park CA 94025	No	No	Yes	No
1559565	Sofinnova Management Viii, L.l.c.	3000 Sand Hill Road, 4-250 Menlo Park CA 94025	No	No	Yes	No
1590102	Anand Mehra	3000 Sand Hill Road, 4-250 Menlo Park CA 94025	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	Explanation
Common Stock	Acquisiton	2014-12-08	960,345	$0.00	960,345	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-12-08	611,738	$0.00	1,572,083	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2014-12-08	14,569	$0.76	1,586,652	No	4	X	Indirect	See Footnote
Common Stock	Disposition	2014-12-08	1,002	$11.00	1,585,650	No	4	S	Indirect	See Footnote
Common Stock	Acquisiton	2014-12-08	500,198	$11.00	2,085,848	No	4	P	Indirect	See Footnote
Common Stock	Disposition	2014-12-08	8,808	$0.00	2,077,040	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	960,345	$0.00	960,345	$0.00
Common Stock	Series A-1 Preferred Stock	Disposition	2014-12-08	611,738	$0.00	611,738	$0.00
Common Stock	Common Stock Warrant (Right to Buy)	Disposition	2014-12-08	14,569	$0.00	14,569	$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 included accrued dividends. These shares have no expiration date.
The securities are owned directly by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII"), the general partner of SVP VIII, Srinivas Akkaraju, James Healy, Anand Mehra, and Michael Powell, the managing members of SM VIII, may be deemed to have shared voting and dispositive power over the shares owned by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII 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 1,002 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 13,567 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.