4//SEC Filing
HISTOGENICS CORP 4
Accession 0001209191-14-073655
$OCGNCIK 0001372299operating
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:32 PM ET
Size
22.8 KB
Accession
0001209191-14-073655
Insider Transaction Report
Form 4
HISTOGENICS CORPHSGX
Lewis Michael
Director
Transactions
- Exercise of In-Money
Common Stock Warrant (Right to Buy)
2014-12-08−11,502→ 0 total(indirect: See Footnote)Exercise: $0.76→ Common Stock (11,502 underlying) - Sale
Common Stock
2014-12-08$11.00/sh−792$8,712→ 1,539,572 total(indirect: See Footnote) - Conversion
Series A-1 Preferred Stock
2014-12-08−492,618→ 0 total(indirect: See Footnote)→ Common Stock (492,618 underlying) - Exercise of In-Money
Common Stock
2014-12-08$0.76/sh+11,502$8,742→ 1,540,364 total(indirect: See Footnote) - Purchase
Common Stock
2014-12-08$11.00/sh+394,918$4,344,098→ 1,934,490 total(indirect: See Footnote) - Conversion
Common Stock
2014-12-08+747,000→ 1,036,244 total(indirect: See Footnote) - Conversion
Common Stock
2014-12-08+492,618→ 1,528,862 total(indirect: See Footnote) - Other
Common Stock
2014-12-08−17,383→ 1,917,107 total(indirect: See Footnote) - Conversion
Series A Preferred Stock
2014-12-08−747,000→ 0 total(indirect: See Footnote)→ Common Stock (747,000 underlying)
Footnotes (5)
- [F1]Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
- [F2]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 including accrued dividends. These shares have no expiration date.
- [F3]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 report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose.
- [F4]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 792 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 10,710 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).
- [F5]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.
Documents
Issuer
HISTOGENICS CORP
CIK 0001372299
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001372299
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:32 PM ET
- Size
- 22.8 KB