4//SEC Filing
HISTOGENICS CORP 4
Accession 0000899243-16-030575
$OCGNCIK 0001372299operating
Filed
Oct 2, 8:00 PM ET
Accepted
Oct 3, 5:15 PM ET
Size
11.3 KB
Accession
0000899243-16-030575
Insider Transaction Report
Form 4
HISTOGENICS CORPHSGX
Lewis Michael
Director
Transactions
- Award
Common Stock
2016-09-29$2.25/sh+247,665$557,246→ 2,075,331 total(indirect: See Footnote) - Award
Series A Convertible Preferred Stock
2016-09-29$1000.00/sh−2,242.753$2,242,753→ 0 total(indirect: See Footnote)→ Common Stock (996,779 underlying) - Award
Common Stock Warrant (Right to Buy)
2016-09-29−1,244,444→ 0 total(indirect: See Footnote)Exercise: $2.25→ Common Stock (1,244,444 underlying)
Footnotes (3)
- [F1]The reportable securities are owned by Wilmslow Estates Limited. The Reporting Person has no beneficial interest in the trust which ultimately owns the economic interest in Wilmslow Estates Limited, but other members of the Reporting Person's family are discretionary beneficiaries in such trust. To the extent the Reporting Person may be deemed to hold an indirect beneficial interest under applicable United States securities laws, the Reporting Person disclaims such beneficial interest. The Reporting Person disclaims beneficial ownership of these shares and this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- [F2]The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into 996,779 shares of the Issuer's Common Stock, subject to certain conditions including the receipt of requisite stockholder approval pursuant to the Certificate of Designation governing the rights, preferences and privileges of the Series A Convertible Preferred Stock. The initial conversion price of $2.25 is subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Issuer's Common Stock.
- [F3]The Common Stock Warrant is exercisable at any time on or after the date (the "Initial Exercise Date") that the Issuer's stockholders approve the transactions contemplated by that certain securities purchase agreement dated September 15, 2016 pursuant to which the warrant was issued through the close of business on the five year anniversary of the Initial Exercise Date.
Documents
Issuer
HISTOGENICS CORP
CIK 0001372299
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001372299
Filing Metadata
- Form type
- 4
- Filed
- Oct 2, 8:00 PM ET
- Accepted
- Oct 3, 5:15 PM ET
- Size
- 11.3 KB