0001144204-14-071927.txt : 20141202 0001144204-14-071927.hdr.sgml : 20141202 20141202193226 ACCESSION NUMBER: 0001144204-14-071927 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141202 FILED AS OF DATE: 20141202 DATE AS OF CHANGE: 20141202 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: Mehra Anand CENTRAL INDEX KEY: 0001590102 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 141261884 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POWELL MICHAEL CENTRAL INDEX KEY: 0001202793 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 141261885 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AKKARAJU SRINIVAS CENTRAL INDEX KEY: 0001253170 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 141261886 MAIL ADDRESS: STREET 1: 18 DESBROSSES STREET CITY: NEW YORK STATE: NY ZIP: 10013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEALY JAMES CENTRAL INDEX KEY: 0001245624 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 141261887 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Management VIII, L.L.C. CENTRAL INDEX KEY: 0001559565 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 141261888 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sofinnova Venture Partners VIII, L.P. CENTRAL INDEX KEY: 0001524064 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 141261889 BUSINESS ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 BUSINESS PHONE: 650-681-8420 MAIL ADDRESS: STREET 1: 3000 SAND HILL ROAD, 4-250 CITY: MENLO PARK STATE: CA ZIP: 94025 3 1 v395699_form3.xml OWNERSHIP DOCUMENT X0206 3 2014-12-02 0 0001372299 HISTOGENICS CORP HSGX 0001524064 Sofinnova Venture Partners VIII, L.P. 3000 SAND HILL ROAD, BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001559565 Sofinnova Management VIII, L.L.C. 3000 SAND HILL ROAD, BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001245624 HEALY JAMES 3000 SAND HILL ROAD, BLDG 4, SUITE 250 MENLO PARK CA 94025 0 0 1 0 0001253170 AKKARAJU SRINIVAS 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 0001202793 POWELL MICHAEL 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 0001590102 Mehra Anand 3000 SAND HILL ROAD, 4-250 MENLO PARK CA 94025 0 0 1 0 Series A Preferred Stock Common Stock 960345 I See Footnote Series A-1 Preferred Stock Common Stock 611738 I See Footnote Common Stock Warrant (Right to Buy) 0.76 Common Stock 14569 I See Footnote Each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock will automatically convert on a 1:1 basis into the Issuer's common stock, immediately prior to the Issuer's initial public offering, for no additional consideration and including accrued dividends. These shares have no expiration date. Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014. 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 I. 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. The Common Stock Warrant will be net exercised immediately prior to the Issuer's initial public offering. 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). /s/ Albert W. Vanderlaan, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P. 2014-12-02 /s/ Albert W. Vanderlaan, Attorney-in-Fact for Sofinnova Management VIII, L.L.C. 2014-12-02 /s/ Albert W. Vanderlaan, Attorney-in-Fact for James Healy 2014-12-02 /s/ Albert W. Vanderlaan, Attorney-in-Fact for Srinivas Akkaraju 2014-12-02 /s/ Albert W. Vanderlaan, Attorney-in-Fact for Michael Powell 2014-12-02 /s/ Albert W. Vanderlaan, Attorney-in-Fact for Anand Mehra 2014-12-02 EX-24 2 v395699_ex24.htm POWER OF ATTORNEY

POWER OF ATTORNEY
FOR FORM ID

Know all by these presents, that the undersigned hereby constitutes and appoints Albert W. Vanderlaan as the undersigned's true and lawful attorney-in-fact to prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) (i) a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain the required codes and passwords enabling the Company to make electronic filings with the SEC and (ii) reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with SEC rules or regulations.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 24th day of November, 2014.

SOFINNOVA VENTURE PARTNERS VIII, L.P.,
a Delaware Limited Partnership

By: SOFINNOVA MANAGEMENT VIII, L.L.C.,

a Delaware Limited Liability Company
Its General Partner

By: /s/ James I. Healy

James I. Healy
Managing Member

SOFINNOVA MANAGEMENT VIII, L.L.C.,
a Delaware Limited Liability Company

By: /s/ James I. Healy

James I. Healy
Managing Member

By: /s/ James I. Healy

James I. Healy

By: /s/ Srinivas Akkaraju

Srinivas Akkaraju

By: /s/ Michael F. Powell

Michael F. Powell

By: /s/ Anand Mehra

Anand Mehra