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: Lewis Michael (Director)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	289244	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (748003)		Indirect
Series A-1 Preferred Stock	$		Common Stock (492618)		Indirect
Common Stock Warrant (Right to Buy)	$0.76		Common Stock (11260)		Indirect

Footnotes

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

F2: The Reporting Person is the settlor of the trust which ultimately owns the economic interest in Wilmslow Estates Limited. Pursuant to Instruction (5)(b)(iv) of Form 3, the Reporting Person has elected to report as indirectly beneficially owning the entire number of securities beneficially owned by such entity. 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.

F3: 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.

F4: 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).