0000899243-16-030575.txt : 20161003
0000899243-16-030575.hdr.sgml : 20161003
20161003171522
ACCESSION NUMBER: 0000899243-16-030575
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160929
FILED AS OF DATE: 20161003
DATE AS OF CHANGE: 20161003
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: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36751
FILM NUMBER: 161916502
MAIL ADDRESS:
STREET 1: C/O HISTOGENICS CORPORATION
STREET 2: 830 WINTER STREET
CITY: WALTHAM
STATE: MA
ZIP: 02451
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-09-29
0
0001372299
HISTOGENICS CORP
HSGX
0001626134
Lewis Michael
C/O HISTOGENICS CORPORATION
830 WINTER STREET, 3RD FLOOR
WALTHAM
MA
02451
1
0
1
0
Common Stock
2016-09-29
4
A
0
247665
2.25
A
2075331
I
See Footnote
Series A Convertible Preferred Stock
2016-09-29
4
A
0
2242.7528
1000.00
D
Common Stock
996779
0
I
See Footnote
Common Stock Warrant (Right to Buy)
2.25
2016-09-29
4
A
0
1244444
0.00
D
Common Stock
1244444
0
I
See Footnote
The reportable securities are owned by Wilmslow Estates Limited. 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. The Reporting Person disclaims beneficial ownership of these shares and this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into 996,779 shares of the Issuer's Common Stock, subject to certain conditions including the receipt of requisite stockholder approval pursuant to the Certificate of Designation governing the rights, preferences and privileges of the Series A Convertible Preferred Stock. The initial conversion price of $2.25 is subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Issuer's Common Stock.
The Common Stock Warrant is exercisable at any time on or after the date (the "Initial Exercise Date") that the Issuer's stockholders approve the transactions contemplated by that certain securities purchase agreement dated September 15, 2016 pursuant to which the warrant was issued through the close of business on the five year anniversary of the Initial Exercise Date.
/s/ Michael Lewis
2016-10-03