0001209191-14-072507.txt : 20141202
0001209191-14-072507.hdr.sgml : 20141202
20141202195106
ACCESSION NUMBER: 0001209191-14-072507
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20141202
FILED AS OF DATE: 20141202
DATE AS OF CHANGE: 20141202
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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Lewis Michael
CENTRAL INDEX KEY: 0001626134
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36751
FILM NUMBER: 141261914
MAIL ADDRESS:
STREET 1: C/O HISTOGENICS CORPORATION
STREET 2: 830 WINTER STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
3
1
doc3.xml
FORM 3 SUBMISSION
X0206
3
2014-12-02
0
0001372299
HISTOGENICS CORP
HSGX
0001626134
Lewis Michael
C/O HISTOGENICS CORPORATION
830 WINTER STREET, 3RD FLOOR
WALTHAM
MA
02451
1
0
0
0
Common Stock
289244
I
By Wilmslow Estates Limited
Series A Preferred Stock
Common Stock
748003
I
By Wilmslow Estates Limited
Series A-1 Preferred Stock
Common Stock
492618
I
By Wilmslow Estates Limited
Common Stock Warrant (Right to Buy)
0.76
Common Stock
11260
I
By Wilmslow Estates Limited
Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
The Reporting Person is the settlor of the trust which ultimately owns the economic interest in Wilmslow Estates Limited. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owning the entire number of securities beneficially owned by such entity. The Reporting Person has no beneficial interest in the trust which ultimately owns the economic interest in Wilmslow Estates Limited, but other members of the Reporting Person's family are discretionary beneficiaries in such trust. To the extent the Reporting Person may be deemed to hold an indirect beneficial interest under applicable United States securities laws, the Reporting Person disclaims such beneficial interest.
All outstanding shares of the Issuer's preferred stock will automatically convert on a 1:1 basis into shares of the Issuer's common stock immediately prior to the closing of the Issuer's initial public offering, for no additional consideration and including accrued dividends. These shares have no expiration date.
The Common Stock Warrant will be net exercised immediately prior to the Issuer's initial public offering. The expiration date of the warrant is upon the consummation of the Issuer's initial public offering or a liquidity event (as described in such warrant).
/s/ Michael Lewis
2014-12-02