Ocugen, Inc. — Director's Dealing 2014

Dec 10, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HISTOGENICS CORP (HSGX)
CIK: 0001372299
Period of Report: 2014-12-08

Reporting Person: Sofinnova Venture Partners VIII, L.P. (10% Owner)
Reporting Person: Sofinnova Management VIII, L.L.C. (10% Owner)
Reporting Person: HEALY JAMES (10% Owner)
Reporting Person: AKKARAJU SRINIVAS (10% Owner)
Reporting Person: POWELL MICHAEL (10% Owner)
Reporting Person: Mehra Anand (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock	C	960345	—	Acquired	960345	Indirect
2014-12-08	Common Stock	C	611738	—	Acquired	1572083	Indirect
2014-12-08	Common Stock	X	14569	$0.76	Acquired	1586652	Indirect
2014-12-08	Common Stock	S	1002	$11.00	Disposed	1585650	Indirect
2014-12-08	Common Stock	P	500198	$11.00	Acquired	2085848	Indirect
2014-12-08	Common Stock	J	8808	—	Disposed	2077040	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-08	Series A Preferred Stock	$	C	960345	Disposed		Common Stock (960345)	Indirect
2014-12-08	Series A-1 Preferred Stock	$	C	611738	Disposed		Common Stock (611738)	Indirect
2014-12-08	Common Stock Warrant (Right to Buy)	$0.76	X	14569	Disposed		Common Stock (14569)	Indirect

Footnotes

F1: Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.

F2: 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 included accrued dividends. These shares have no expiration date.

F3: The securities are owned directly by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII"), the general partner of SVP VIII, Srinivas Akkaraju, James Healy, Anand Mehra, and Michael Powell, the managing members of SM VIII, may be deemed to have shared voting and dispositive power over the shares owned by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII except to the extent of any pecuniary interest therein.

F4: 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 1,002 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 13,567 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).

F5: 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.