Ocugen, Inc. — Director's Dealing 2015

Jun 3, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HISTOGENICS CORP (HSGX)
CIK: 0001372299
Period of Report: 2015-06-01

Reporting Person: Lewis Michael (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-01	Common Stock	J	89441	$0.00	Disposed	1827666	Indirect

Footnotes

F1: The shares transferred in this transaction were transferred pursuant to the Yayon Agreement (as defined in the Issuer's Prospectus filed with the Securities and Exchange Commission on December 3, 2014), pursuant to which the Reporting Person was obligated to transfer the number of shares of the Issuer's Common Stock described herein to Professor Avner Yayon in satisfaction of the Reporting Person's obligations under the Yayon Agreement.

F2: 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.