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: Gridley Adam (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-10-01	Employee Stock Option (Right to Buy)	$7.99	D	197435	Disposed	2024-04-29	Common Stock (197435)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$0.568	A	197435	Acquired	2024-04-29	Common Stock (197435)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$8.97	D	38220	Disposed	2024-07-16	Common Stock (38220)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$0.568	A	38220	Acquired	2024-07-16	Common Stock (38220)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$9.96	D	104000	Disposed	2025-02-26	Common Stock (104000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$0.568	A	104000	Acquired	2025-02-26	Common Stock (104000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$1.58	D	175000	Disposed	2026-12-16	Common Stock (175000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$0.568	A	175000	Acquired	2026-12-16	Common Stock (175000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$1.72	D	175000	Disposed	2027-02-14	Common Stock (175000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$0.568	A	175000	Acquired	2027-02-14	Common Stock (175000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$2.63	D	300000	Disposed	2028-02-15	Common Stock (300000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$0.568	A	300000	Acquired	2028-02-15	Common Stock (300000)	Direct
2018-10-01	Employee Stock Option (Right to Buy)	$9.96	D	60000	Disposed	2025-02-26	Common Stock (60000)	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 April 30, 2014 and is vested with respect to all of the shares underlying the option.

F3: The stock option was originally granted to the Reporting Person on July 17, 2014 and is vested with respect to all of the shares underlying the option.

F4: The stock option was originally granted to the Reporting Person on February 26, 2015. This option vests over four (4) years of service following February 26, 2016, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service and in thirty-six (36) equal monthly installments thereafter.

F5: The stock option was originally granted to the Reporting Person on December 16, 2016. This option vests over four (4) years of service to the Issuer following February 26, 2016, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter.

F6: The stock option was originally granted to the Reporting Person on February 14, 2017, This option vests over four (4) years of service to the Issuer following February 14, 2017, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter.

F7: The stock option was originally granted to the Reporting Person on February 16, 2018. This option vests over four (4) years of service to the Issuer following February 16, 2018, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter.

F8: This transaction reflects the cancellation for no consideration of certain outstanding stock options to purchase common stock of the Issuer that were previously granted to the Reporting Person (the "Cancelled Options").

F9: The Cancelled Option was originally granted to the Reporting Person on February 26, 2015 and was to vest in full if the Issuer's Common Stock price reached $19.92 per shares or above for any consecutive sixty (60) day period within four (4) years of the date of grant.