SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Sofinnova Venture Partners VIII, L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG 4, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/02/2014	3. Issuer Name and Ticker or Trading Symbol HISTOGENICS CORP [ HSGX ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(1)	Common Stock	960,345(2)	(1)	I	See Footnote(3)
Series A-1 Preferred Stock	(1)	(1)	Common Stock	611,738(2)	(1)	I	See Footnote(3)
Common Stock Warrant (Right to Buy)	(4)	(4)	Common Stock	14,569(2)	$0.76(2)	I	See Footnote(3)

1. Name and Address of Reporting Person* Sofinnova Venture Partners VIII, L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG 4, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Sofinnova Management VIII, L.L.C. (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG 4, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HEALY JAMES (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG 4, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AKKARAJU SRINIVAS (Last) (First) (Middle) 3000 SAND HILL ROAD, 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* POWELL MICHAEL (Last) (First) (Middle) 3000 SAND HILL ROAD, 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Mehra Anand (Last) (First) (Middle) 3000 SAND HILL ROAD, 4-250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. 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.

2. Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.

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 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.

4. 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.	12/02/2014
	/s/ Albert W. Vanderlaan, Attorney-in-Fact for Sofinnova Management VIII, L.L.C.	12/02/2014
	/s/ Albert W. Vanderlaan, Attorney-in-Fact for James Healy	12/02/2014
	/s/ Albert W. Vanderlaan, Attorney-in-Fact for Srinivas Akkaraju	12/02/2014
	/s/ Albert W. Vanderlaan, Attorney-in-Fact for Michael Powell	12/02/2014
	/s/ Albert W. Vanderlaan, Attorney-in-Fact for Anand Mehra	12/02/2014
	** Signature of Reporting Person	Date
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