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: Wilmslow Estates Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock	C	747000	—	Acquired	1036244	Direct
2014-12-08	Common Stock	C	492618	—	Acquired	1528862	Direct
2014-12-08	Common Stock	X	11502	$0.76	Acquired	1540364	Direct
2014-12-08	Common Stock	S	792	$11.00	Disposed	1539572	Direct
2014-12-08	Common Stock	P	394918	$11.00	Acquired	1934490	Direct
2014-12-08	Common Stock	J	17383	—	Disposed	1917107	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-08	Series A Preferred Stock	$	C	747000	Disposed		Common Stock (747000)	Direct
2014-12-08	Series A-1 Preferred Stock	$	C	492618	Disposed		Common Stock (492618)	Direct
2014-12-08	Common Stock Warrant (Right to Buy)	$0.76	X	11502	Disposed		Common Stock (11502)	Direct

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 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 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).

F4: 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.