0001209191-14-073666.txt : 20141208 0001209191-14-073666.hdr.sgml : 20141208 20141208164505 ACCESSION NUMBER: 0001209191-14-073666 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141208 FILED AS OF DATE: 20141208 DATE AS OF CHANGE: 20141208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: HISTOGENICS CORP CENTRAL INDEX KEY: 0001372299 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 830 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-457-7900 MAIL ADDRESS: STREET 1: 830 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RAKIN KEVIN CENTRAL INDEX KEY: 0001184421 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 141272968 MAIL ADDRESS: STREET 1: C/O HISTOGENICS CORPORATION STREET 2: 830 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2014-12-08 0 0001372299 HISTOGENICS CORP HSGX 0001184421 RAKIN KEVIN C/O HISTOGENICS CORPORATION 830 WINTER STREET, 3RD FLOOR WALTHAM MA 02451 1 0 0 0 Common Stock 2014-12-08 4 C 0 9667 A 22985 D Common Stock 2014-12-08 4 C 0 5871 A 28747 D Common Stock 2014-12-08 4 X 0 242 0.76 A 28989 D Common Stock 2014-12-08 4 S 0 17 11.00 D 28972 D Common Stock 2014-12-08 4 P 0 6742 11.00 A 35714 D Common Stock 2014-12-08 4 J 0 89 D 35625 D Common Stock 2014-12-08 4 C 0 6444 A 42069 I See Footnote Common Stock 2014-12-08 4 C 0 3914 A 45983 I See Footnote Common Stock 2014-12-08 4 P 0 4495 11.00 A 50478 I See Footnote Common Stock 2014-12-08 4 J 0 58 D 50420 I See Footnote Series A Preferred Stock 2014-12-08 4 C 0 9667 0.00 D Common Stock 9667 0 D Series A-1 Preferred Stock 2014-12-08 4 C 0 5871 0.00 D Common Stock 5871 0 D Common Stock Warrant (Right to Buy) 0.76 2014-12-08 4 X 0 242 0.00 D Common Stock 225 0 D Series A Preferred Stock 2014-12-08 4 C 0 6444 0.00 D Common Stock 6444 0 I See Footnote Series A-1 Preferred Stock 2014-12-08 4 C 0 3914 0.00 D Common Stock 3914 0 I See Footnote Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014. All outstanding shares of the Issuer's preferred stock converted on a 1:1 basis into shares of 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. 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 17 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 225 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). The reportable securities are owned by the Kevin L. Rakin Irrevocable Trust. 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, except to the extent of his pecuniary interest therein. 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. /s/ Kevin Rakin 2014-12-08