0001209191-14-073667.txt : 20141208 0001209191-14-073667.hdr.sgml : 20141208 20141208164938 ACCESSION NUMBER: 0001209191-14-073667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20141208 FILED AS OF DATE: 20141208 DATE AS OF CHANGE: 20141208 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: Wilmslow Estates Ltd CENTRAL INDEX KEY: 0001626777 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36751 FILM NUMBER: 141273000 BUSINESS ADDRESS: STREET 1: C/O HISTOGENICS CORPORATION STREET 2: 830 WINTER STREET CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781-547-7900 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 2014-12-08 0 0001372299 HISTOGENICS CORP HSGX 0001626777 Wilmslow Estates Ltd C/O HISTOGENICS CORPORATION 830 WINTER STREET, 3RD FLOOR WALTHAM MA 02451 0 0 1 0 Common Stock 2014-12-08 4 C 0 747000 A 1036244 D Common Stock 2014-12-08 4 C 0 492618 A 1528862 D Common Stock 2014-12-08 4 X 0 11502 0.76 A 1540364 D Common Stock 2014-12-08 4 S 0 792 11.00 D 1539572 D Common Stock 2014-12-08 4 P 0 394918 11.00 A 1934490 D Common Stock 2014-12-08 4 J 0 17383 D 1917107 D Series A Preferred Stock 2014-12-08 4 C 0 747000 0.00 D Common Stock 747000 0 D Series A-1 Preferred Stock 2014-12-08 4 C 0 492618 0.00 D Common Stock 492618 0 D Common Stock Warrant (Right to Buy) 0.76 2014-12-08 4 X 0 11502 0.00 D Common Stock 11502 0 D Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014. Each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock automatically converted on a 1:1 basis into 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 was automatically net exercised, immediately prior to the closing of the Issuer's initial public offering. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 792 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 10,710 shares. 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). These shares of Common Stock were transferred to a strategic partner of the Issuer to satisfy the Reporting Person's contractual obligations under certain agreements between the Issuer, the Reporting Person, certain of the Issuer's other stockholders, and such strategic partner. /s/ Cora Binchy /s/ Ian Ferguson, For: Chaumont (Directors) Limited, The corporate director of the Reporting Person 2014-12-08