Ocugen, Inc. — Director's Dealing 2014

Dec 8, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: RAKIN KEVIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock	C	9667	—	Acquired	22985	Direct
2014-12-08	Common Stock	C	5871	—	Acquired	28747	Direct
2014-12-08	Common Stock	X	242	$0.76	Acquired	28989	Direct
2014-12-08	Common Stock	S	17	$11.00	Disposed	28972	Direct
2014-12-08	Common Stock	P	6742	$11.00	Acquired	35714	Direct
2014-12-08	Common Stock	J	89	—	Disposed	35625	Direct
2014-12-08	Common Stock	C	6444	—	Acquired	42069	Indirect
2014-12-08	Common Stock	C	3914	—	Acquired	45983	Indirect
2014-12-08	Common Stock	P	4495	$11.00	Acquired	50478	Indirect
2014-12-08	Common Stock	J	58	—	Disposed	50420	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-08	Series A Preferred Stock	$	C	9667	Disposed		Common Stock (9667)	Direct
2014-12-08	Series A-1 Preferred Stock	$	C	5871	Disposed		Common Stock (5871)	Direct
2014-12-08	Common Stock Warrant (Right to Buy)	$0.76	X	242	Disposed		Common Stock (225)	Direct
2014-12-08	Series A Preferred Stock	$	C	6444	Disposed		Common Stock (6444)	Indirect
2014-12-08	Series A-1 Preferred Stock	$	C	3914	Disposed		Common Stock (3914)	Indirect

Footnotes

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

F2: All outstanding shares of the Issuer's preferred stock converted on a 1:1 basis into shares of 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.

F3: 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 17 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 225 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).

F4: The reportable securities are owned by the Kevin L. Rakin Irrevocable Trust. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 or for any other purpose, except to the extent of his pecuniary interest therein.

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.