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