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Filing Details

Accession Number:: 0001235802-16-000308
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2016-10-03 16:22:25
Reporting Period:: 2016-09-29

Filing Date:: 2016-10-03
Accepted Time:: 2016-10-03 16:22:25
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	Explanation
Common Stock	Acquisiton	2016-09-29	276,801	$2.25	1,661,495	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	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	Acquisiton	2016-09-29	2,507	$1,000.00	1,114,043	$0.00
Common Stock	Common Stock Warrant (right to buy)	Acquisiton	2016-09-29	1,390,844	$0.00	1,390,844	$2.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
2,507	2016-09-29		No	4	P	Direct
1,390,844			No	4	P	Direct

Footnotes

On September 29, 2016, Histogenics Corporation ("Histogenics") closed a private placement with certain institutional and accredited investors, including Split Rock Partners II, L.P. ("SRP II"). In connection with the private placement, SRP II purchased (i) 276,801 shares of Histogenics common stock at a purchase price of $2.25 per share and (ii) 2,506.5968 shares of series A convertible preferred stock at a purchase price of $1,000 per share. As part of the private placement, SRP II received warrants to purchase up to 1,390,844 shares of Histogenics common stock at an exercise price of $2.25 per share.
The securities are owned directly by 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 number of shares of common stock into which each share of series A convertible preferred stock is convertible is determined by dividing the stated value of the series A convertible preferred stock, which is $1,000, by the conversion price of the series A convertible preferred stock, which is $2.25. Therefore, the 2,506.5968 shares of series A convertible preferred stock are convertible into 1,114,043 shares of common stock. Until the date that Histogenics' stockholders approve the private placement, the number of shares of common stock issuable upon conversion of the series A convertible preferred stock issued by Histogenics in connection with the private placement, when aggregated with the shares of common stock issued at closing, shall not exceed 20% of Histogenics' issued and outstanding common stock. Histogenics has agreed to use its reasonable best efforts to obtain stockholder approval of the private placement within 60 days of the closing date.
The series A convertible preferred stock has no expiration date.
The warrants will become exercisable upon the approval of the private placement by the stockholders of Histogenics and expire five years after the date of such stockholder approval. The warrants include a cashless-exercise feature that may be exercised in the event there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of common stock underlying the warrants as of the six-month anniversary of the closing of the private placement.