Ocugen, Inc. — Director's Dealing 2016

Oct 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HISTOGENICS CORP (HSGX)
CIK: 0001372299
Period of Report: 2016-09-29

Reporting Person: RAKIN KEVIN (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-29	Common Stock	A	6634	$2.25	Acquired	57053	Indirect
2016-09-29	Common Stock	A	6634	$2.25	Acquired	63687	Indirect
2016-09-29	Common Stock	A	22113	$2.25	Acquired	85800	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-29	Series A Convertible Preferred Stock	$	A	60.0728	Disposed		Common Stock (26699)	Indirect
2016-09-29	Series A Convertible Preferred Stock	$	A	60.0728	Disposed		Common Stock (26699)	Indirect
2016-09-29	Series A Convertible Preferred Stock	$	A	200.2455	Disposed		Common Stock (88998)	Indirect
2016-09-29	Common Stock Warrant (Right to Buy)	$2.25	A	33333	Disposed		Common Stock (33333)	Indirect
2016-09-29	Common Stock Warrant (Right to Buy)	$2.25	A	33333	Disposed		Common Stock (33333)	Indirect
2016-09-29	Common Stock Warrant (Right to Buy)	$2.25	A	111111	Disposed		Common Stock (111111)	Indirect

Footnotes

F1: The reportable securities are owned by the Alison N Hoffman and Kevin L Rakin Irrevocable Trust For Sarah Hoffman Rakin. 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 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of his pecuniary interest therein.

F2: The reportable securities are owned by the Alison N Hoffman and Kevin L Rakin Irrevocable Trust For Julia Hoffman Rakin. 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 of the Exchange Act or for any other purpose, except to the extent of his pecuniary interest therein.

F3: The reportable securities are owned by the Kevin L Rakin Irrevocable Trust. 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 of the Exchange Act or for any other purpose, except to the extent of his pecuniary interest therein.

F4: The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into shares of the Issuer's Common Stock, subject to certain conditions including the receipt of requisite stockholder approval pursuant to the Certificate of Designation governing the rights, preferences and privileges of the Series A Convertible Preferred Stock. The initial conversion price of $2.25 is subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Issuer's Common Stock

F5: The Common Stock Warrants are exercisable at any time on or after the date (the "Initial Exercise Date") that the Company's stockholders approve the transactions contemplated by that certain securities purchase agreement dated September 15, 2016 pursuant to which the warrants were issued through the close of business on the five year anniversary of the Initial Exercise Date.