Ocugen, Inc. — Director's Dealing 2014

Dec 3, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: HISTOGENICS CORP (HSGX)
CIK: 0001372299
Period of Report: 2014-12-02

Reporting Person: Wilmslow Estates Ltd (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	289244	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (748003)		Direct
Series A-1 Preferred Stock	$		Common Stock (492618)		Direct
Common Stock Warrant (Right to Buy)	$0.76		Common Stock (11502)		Direct

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 will automatically convert 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 will be net exercised immediately prior to the Issuer's initial public offering. 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).