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: Lewis Michael (Director, 10% Owner)

Non-Derivative Transactions

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

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)	Indirect
2014-12-08	Series A-1 Preferred Stock	$	C	492618	Disposed		Common Stock (492618)	Indirect
2014-12-08	Common Stock Warrant (Right to Buy)	$0.76	X	11502	Disposed		Common Stock (11502)	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 including accrued dividends. These shares have no expiration date.

F3: The reportable securities are owned by Wilmslow Estates Limited. The Reporting Person has no beneficial interest in the trust which ultimately owns the economic interest in Wilmslow Estates Limited, but other members of the Reporting Person's family are discretionary beneficiaries in such trust. To the extent the Reporting Person may be deemed to hold an indirect beneficial interest under applicable United States securities laws, the Reporting Person disclaims such beneficial interest. 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.

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 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).

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.