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: Lewis Michael (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-09-29	Common Stock	A	247665	$2.25	Acquired	2075331	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-09-29	Series A Convertible Preferred Stock	$	A	2242.7528	Disposed		Common Stock (996779)	Indirect
2016-09-29	Common Stock Warrant (Right to Buy)	$2.25	A	1244444	Disposed		Common Stock (1244444)	Indirect

Footnotes

F1: 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 statement shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F2: The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into 996,779 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.

F3: The Common Stock Warrant is exercisable at any time on or after the date (the "Initial Exercise Date") that the Issuer's stockholders approve the transactions contemplated by that certain securities purchase agreement dated September 15, 2016 pursuant to which the warrant was issued through the close of business on the five year anniversary of the Initial Exercise Date.