X0306 4 2015-07-02 0 0001372299 HISTOGENICS CORP HSGX 0001350090 Lieber Jonathan I C/O HISTOGENICS CORPORATION 830 WINTER STREET, 3RD FLOOR WALTHAM MA 02451 0 1 0 0 Chief Financial Officer Employee Stock Option (Right to Buy) 6.39 2015-07-02 4 A 0 110000 0.00 A 2025-07-02 Common Stock 110000 110000 D Employee Stock Option (Right to Buy) 6.39 2015-07-02 4 A 0 30000 0.00 A 2025-07-02 Common Stock 30000 30000 D This option vests over four (4) years of service following July 2, 2015, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service and the balance vesting in thirty-six (36) equal monthly installments thereafter. This option shall vest in full if the Issuer's Common Stock price reaches $19.92 per shares or above for any consecutive sixty (60) day period within four (4) years of the date of grant (the date such option vests, the "Vesting Date"). In addition, if this option is exercised within one (1) year of the Vesting Date, the Reporting Person must hold shares (net of taxes) until the one (1) year anniversary of the Vesting Date. See Remarks /s/ Jonathan Lieber 2015-07-06