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: Sofinnova Venture Partners VIII, L.P. (10% Owner)
Reporting Person: Sofinnova Management VIII, L.L.C. (10% Owner)
Reporting Person: HEALY JAMES (10% Owner)
Reporting Person: AKKARAJU SRINIVAS (10% Owner)
Reporting Person: POWELL MICHAEL (10% Owner)
Reporting Person: Mehra Anand (10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A Preferred Stock	$		Common Stock (960345)		Indirect
Series A-1 Preferred Stock	$		Common Stock (611738)		Indirect
Common Stock Warrant (Right to Buy)	$0.76		Common Stock (14569)		Indirect

Footnotes

F1: Each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock will automatically convert on a 1:1 basis into the Issuer's common stock, immediately prior to the Issuer's initial public offering, for no additional consideration and including accrued dividends. These shares have no expiration date.

F2: Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.

F3: The securities are owned directly by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII"), the general partner of SVP VIII, Srinivas Akkaraju, James I. Healy, Anand Mehra, and Michael Powell, the managing members of SM VIII, may be deemed to have shared voting and dispositive power over the shares owned by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII except to the extent of any pecuniary interest therein.

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).