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: SPLIT ROCK PARTNERS II, LP (10% Owner)
Reporting Person: SPLIT ROCK PARTNERS II MANAGEMENT, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-08	Common Stock	C	640230	—	Acquired	640230	Direct
2014-12-08	Common Stock	C	407825	—	Acquired	1048055	Direct
2014-12-08	Common Stock	X	9713	$0.76	Acquired	1057768	Direct
2014-12-08	Common Stock	S	668	$11	Disposed	1057100	Direct
2014-12-08	Common Stock	P	333466	$11	Acquired	1390566	Direct
2014-12-08	Common Stock	J	5872	—	Disposed	1384694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-08	Series A Convertible Preferred Stock	$	C	640230	Disposed		Common Stock (640230)	Direct
2014-12-08	Series A-1 Convertible Preferred Stock	$	C	407825	Disposed		Common Stock (407825)	Direct
2014-12-08	Common Stock Warrant (Right to Buy)	$0.76	X	9713	Disposed		Common Stock (9713)	Direct

Footnotes

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

F2: Each outstanding share of Series A Convertible Preferred Stock and Series A-1 Convertible 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 securities are owned directly by Split Rock Partners II, LP ("SRP II"). Voting and investment power over the securities is delegated to Split Rock Partners II Management, LLC ("SRPM II"), the general partner of SRP II. SRPM II has delegated voting and investment decisions to three individuals who require a two-thirds vote to act. SRPM II disclaims beneficial ownership of the securities 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 668 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 9,045 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.