Edgar Filing: HISTOGENICS CORP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Sofinnova Venture Partners VIII, L.P.

2. Issuer Name and Ticker or Trading Symbol
HISTOGENICS CORP [HSGX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

3000 SAND HILL ROAD, 4-250

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2014

(Street)

MENLO PARK, CA 94025

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/08/2014		C		960,345 ⁽¹⁾	A	⁽²⁾	960,345	I	See Footnote ⁽³⁾
Common Stock	12/08/2014		C		611,738 ⁽¹⁾	A	⁽²⁾	1,572,083	I	See Footnote ⁽³⁾
Common Stock	12/08/2014		X		14,569 ⁽¹⁾	A	$ 0.76 ⁽¹⁾	1,586,652	I	See Footnote ⁽³⁾
Common Stock	12/08/2014		S⁽⁴⁾		1,002 ⁽¹⁾	D	$ 11	1,585,650	I	See Footnote ⁽³⁾
Common Stock	12/08/2014		P		500,198 ⁽¹⁾	A	$ 11	2,085,848	I	See Footnote ⁽³⁾
Common Stock	12/08/2014		J⁽⁵⁾		8,808 ⁽¹⁾	D	⁽⁵⁾	2,077,040	I	See Footnote ⁽³⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series A Preferred Stock

⁽²⁾

12/08/2014

960,345 ⁽¹⁾

⁽²⁾

Common Stock

960,345 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Series A-1 Preferred Stock

⁽²⁾

12/08/2014

611,738 ⁽¹⁾

⁽²⁾

Common Stock

611,738 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Common Stock Warrant (Right to Buy)

$ 0.76 ⁽¹⁾

12/08/2014

14,569 ⁽¹⁾

⁽²⁾

Common Stock

14,569 ⁽¹⁾

$ 0

See Footnote ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Sofinnova Venture Partners VIII, L.P. 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
Sofinnova Management VIII, L.L.C. 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
HEALY JAMES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
AKKARAJU SRINIVAS 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
POWELL MICHAEL 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X
Mehra Anand 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025		X

Signatures

/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P.		12/10/2014
^**Signature of Reporting Person		Date
/s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C.		12/10/2014
^**Signature of Reporting Person		Date
/s/ Nathalie Auber, Attorney-in-Fact for James Healy		12/10/2014
^**Signature of Reporting Person		Date
/s/ Nathalie Auber, Attorney-in-Fact for Srinivas Akkaraju		12/10/2014
^**Signature of Reporting Person		Date
/s/ Nathalie Auber, Attorney-in-Fact for Michael Powell		12/10/2014
^**Signature of Reporting Person		Date
/s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra		12/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
(2)	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.
(3)	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.
(4)	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).
(5)	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.

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