X0306 4 2016-09-29 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 2016-09-29 4 A 0 6634 2.25 A 57053 I See Footnote Common Stock 2016-09-29 4 A 0 6634 2.25 A 63687 I See Footnote Common Stock 2016-09-29 4 A 0 22113 2.25 A 85800 I See Footnote Series A Convertible Preferred Stock 2016-09-29 4 A 0 60.0728 1000.00 D Common Stock 26699 60.0728 I See Footnote Series A Convertible Preferred Stock 2016-09-29 4 A 0 60.0728 1000.00 D Common Stock 26699 120.1456 I See Footnote Series A Convertible Preferred Stock 2016-09-29 4 A 0 200.2455 1000.00 D Common Stock 88998 320.3911 I See Footnote Common Stock Warrant (Right to Buy) 2.25 2016-09-29 4 A 0 33333 0.00 D Common Stock 33333 33333 I See Footnote Common Stock Warrant (Right to Buy) 2.25 2016-09-29 4 A 0 33333 0.00 D Common Stock 33333 66666 I See Footnote Common Stock Warrant (Right to Buy) 2.25 2016-09-29 4 A 0 111111 0.00 D Common Stock 111111 177777 I See Footnote The reportable securities are owned by the Alison N Hoffman and Kevin L Rakin Irrevocable Trust For Sarah Hoffman Rakin. 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 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of his pecuniary interest therein. The reportable securities are owned by the Alison N Hoffman and Kevin L Rakin Irrevocable Trust For Julia Hoffman Rakin. 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 of the Exchange Act or for any other purpose, except to the extent of his pecuniary interest therein. 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 of the Exchange Act or for any other purpose, except to the extent of his pecuniary interest therein. The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into shares of the Issuer's Common Stock, subject to certain conditions including the receipt of requisite stockholder approval pursuant to the Certificate of Designation governing the rights, preferences and privileges of the Series A Convertible Preferred Stock. The initial conversion price of $2.25 is subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Issuer's Common Stock The Common Stock Warrants are exercisable at any time on or after the date (the "Initial Exercise Date") that the Company's stockholders approve the transactions contemplated by that certain securities purchase agreement dated September 15, 2016 pursuant to which the warrants were issued through the close of business on the five year anniversary of the Initial Exercise Date. /s/ Kevin Rakin 2016-10-03