Ocugen, Inc. — Director's Dealing 2018

Oct 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HISTOGENICS CORP (HSGX)
CIK: 0001372299
Period of Report: 2018-10-01

Reporting Person: Kelley Lynne E (Chief Medical Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-01	Employee Stock Option (Right to Buy)	$2.21	D	200000	Disposed	2028-07-30	Common Stock (200000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$0.568	A	200000	Acquired	2028-07-30	Common Stock (200000)	Direct

Footnotes

F1: The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on October 1, 2018. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by the Issuer under it 2012 Equity Incentive Plan or 2013 Equity Incentive Plan with an exercise price greater than $ 0.75628 per share held by current service providers other than the non-employee members of the Issuer's board of directors) has been amended to reduce such exercise price to $0.568, which was the closing price of a share of the Issuer's common stock reported on The Nasdaq Capital Market on October 1, 2018. There have been no other changes to the terms of the Relevant Options.

F2: The stock option was originally granted to the Reporting Person on July 31, 2018. This option vests over four (4) years of service following July 31, 2018, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service and in thirty-six (36) equal monthly installments thereafter.