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