X0306 4 2016-11-30 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 2016-11-30 4 C 0 26699 A 112499 I See Footnote Common Stock 2016-11-30 4 C 0 26699 A 139198 I See Footnote Common Stock 2016-11-30 4 C 0 88998 A 228196 I See Footnote Series A Convertible Preferred Stock 2016-11-30 4 C 0 60.0728 0.00 D Common Stock 26699 0 I See Footnote Series A Convertible Preferred Stock 2016-11-30 4 C 0 60.0728 0.00 D Common Stock 26699 0 I See Footnote Series A Convertible Preferred Stock 2016-11-30 4 C 0 200.2455 0.00 D Common Stock 88998 0 I See Footnote All outstanding shares of the Issuer's Series A Convertible Preferred Stock converted on a 1:444.444444 basis into shares of the Issuer's Common Stock. These shares have no expiration date. 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. /s/Kevin Rakin 2016-12-02