X0306 4 2018-10-01 0 0001372299 HISTOGENICS CORP HSGX 0001625830 Kennedy Stephen Richard C/O HISTOGENICS CORPORATION 830 WINTER STREET, 3RD FLOOR WALTHAM MA 02451 0 1 0 0 Chief Operating Officer Employee Stock Option (Right to Buy) 7.13 2018-10-01 4 D 0 27767 0.00 D 2023-12-10 Common Stock 27767 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 27767 0.00 A 2023-12-10 Common Stock 27767 27767 D Employee Stock Option (Right to Buy) 9.96 2018-10-01 4 D 0 49100 0.00 D 2025-02-25 Common Stock 49100 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 49100 0.00 A 2025-02-25 Common Stock 49100 49100 D Employee Stock Option (Right to Buy) 6.11 2018-10-01 4 D 0 50000 0.00 D 2015-07-28 Common Stock 50000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 50000 0.00 A 2015-07-28 Common Stock 50000 50000 D Employee Stock Option (Right to Buy) 2.56 2018-10-01 4 D 0 25000 0.00 D 2026-02-25 Common Stock 25000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 25000 0.00 A 2026-02-25 Common Stock 25000 25000 D Employee Stock Option (Right to Buy) 1.72 2018-10-01 4 D 0 75000 0.00 D 2027-02-13 Common Stock 75000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 75000 0.00 A 2027-02-13 Common Stock 75000 75000 D Employee Stock Option (Right to Buy) 2.12 2018-10-01 4 D 0 50000 0.00 D 2027-10-09 Common Stock 50000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 50000 0.00 A 2027-10-09 Common Stock 50000 50000 D Employee Stock Option (Right to Buy) 2.63 2018-10-01 4 D 0 115000 0.00 D 2028-02-15 Common Stock 115000 0 D Employee Stock Option (Right to Buy) 0.568 2018-10-01 4 A 0 115000 0.00 A 2028-02-15 Common Stock 115000 115000 D Employee Stock Option (Right to Buy) 9.96 2018-10-01 4 D 0 30000 0.00 D 2025-02-25 Common Stock 30000 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 December 11, 2013 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, 2015, 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 July 29, 2015. This option vests over four (4) years of service to the Issuer following July 29, 2015, 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 26, 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 October 10, 2017, This option vests over four (4) years of service to the Issuer following October 10, 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/ Stephen Kennedy 2018-10-02