0000899243-18-026056.txt : 20181003 0000899243-18-026056.hdr.sgml : 20181003 20181003170031 ACCESSION NUMBER: 0000899243-18-026056 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181001 FILED AS OF DATE: 20181003 DATE AS OF CHANGE: 20181003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gridley Adam CENTRAL INDEX KEY: 0001447150 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 181105764 MAIL ADDRESS: STREET 1: 1875 SOUTH GRANT STREET STREET 2: SUITE 200 CITY: SAN MATEO STATE: CA ZIP: 94402 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-10-01 0 0001372299 HISTOGENICS CORP HSGX 0001447150 Gridley Adam C/O HISTOGENICS CORPORATION 830 WINTER STREET, 3RD FLOOR WALTHAM MA 02451 1 1 0 0 President and CEO Employee Stock Option (Right to Buy) 7.99 2018-10-01 4 D 0 197435 0.00 D 2024-04-29 Common Stock 197435 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 197435 0.00 A 2024-04-29 Common Stock 197435 197435 D Employee Stock Option (Right to Buy) 8.97 2018-10-01 4 D 0 38220 0.00 D 2024-07-16 Common Stock 38220 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 38220 0.00 A 2024-07-16 Common Stock 38220 38220 D Employee Stock Option (Right to Buy) 9.96 2018-10-01 4 D 0 104000 0.00 D 2025-02-26 Common Stock 104000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 104000 0.00 A 2025-02-26 Common Stock 104000 104000 D Employee Stock Option (Right to Buy) 1.58 2018-10-01 4 D 0 175000 0.00 D 2026-12-16 Common Stock 175000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 175000 0.00 A 2026-12-16 Common Stock 175000 175000 D Employee Stock Option (Right to Buy) 1.72 2018-10-01 4 D 0 175000 0.00 D 2027-02-14 Common Stock 175000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 175000 0.00 A 2027-02-14 Common Stock 175000 175000 D Employee Stock Option (Right to Buy) 2.63 2018-10-01 4 D 0 300000 0.00 D 2028-02-15 Common Stock 300000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 300000 0.00 A 2028-02-15 Common Stock 300000 300000 D Employee Stock Option (Right to Buy) 9.96 2018-10-01 4 D 0 60000 0.00 D 2025-02-26 Common Stock 60000 0 D The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on October 1, 2018. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by the Issuer under it 2012 Equity Incentive Plan or 2013 Equity Incentive Plan with an exercise price greater than $ 0.75628 per share held by current service providers other than the non-employee members of the Issuer's board of directors) has been amended to reduce such exercise price to $0.568, which was the closing price of a share of the Issuer's common stock reported on The Nasdaq Capital Market on October 1, 2018. There have been no other changes to the terms of the Relevant Options. The stock option was originally granted to the Reporting Person on April 30, 2014 and is vested with respect to all of the shares underlying the option. The stock option was originally granted to the Reporting Person on July 17, 2014 and is vested with respect to all of the shares underlying the option. The stock option was originally granted to the Reporting Person on February 26, 2015. This option vests over four (4) years of service following February 26, 2016, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service and in thirty-six (36) equal monthly installments thereafter. The stock option was originally granted to the Reporting Person on December 16, 2016. This option vests over four (4) years of service to the Issuer following February 26, 2016, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter. The stock option was originally granted to the Reporting Person on February 14, 2017, This option vests over four (4) years of service to the Issuer following February 14, 2017, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter. The stock option was originally granted to the Reporting Person on February 16, 2018. This option vests over four (4) years of service to the Issuer following February 16, 2018, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter. This transaction reflects the cancellation for no consideration of certain outstanding stock options to purchase common stock of the Issuer that were previously granted to the Reporting Person (the "Cancelled Options"). The Cancelled Option was originally granted to the Reporting Person on February 26, 2015 and was to vest in full if the Issuer's Common Stock price reached $19.92 per shares or above for any consecutive sixty (60) day period within four (4) years of the date of grant. /s/ Adam Gridley 2018-10-02