X0306 4 2015-02-26 0 0001372299 HISTOGENICS CORP HSGX 0001447150 Gridley Adam C/O HISTOGENICS CORPORATION 830 WINTER STREET, 3RD FLOOR WALTHAM MA 02451 1 1 0 0 See Remarks Employee Stock Option (Right to Buy) 9.96 2015-02-26 4 A 0 104000 0.00 A 2025-02-26 Common Stock 104000 104000 D Employee Stock Option (Right to Buy) 9.96 2015-02-26 4 A 0 60000 0.00 A 2025-02-26 Common Stock 60000 60000 D 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. This option shall vest in full if the Issuer's Common Stock price reaches $19.92 per shares or above for any consecutive sixty (60) day period within four (4) years of the date of grant (the "Vesting Date"). In addition, if this option is exercised within one (1) year of the Vesting Date, the Reporting Person must hold shares (net of taxes) until the one (1) year anniversary of the Vesting Date. President and Chief Executive Officer /s/ Adam Gridley 2015-02-27