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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series A Convertible Preferred Stock | (4) | 09/29/2016 | A | 60.0728 (4) | (4) | (4) | Common Stock | 26,699 (4) | $ 1,000 | 60.0728 | I | See Footnote (1) | |||
Series A Convertible Preferred Stock | (4) | 09/29/2016 | A | 60.0728 (4) | (4) | (4) | Common Stock | 26,699 (4) | $ 1,000 | 120.1456 | I | See Footnote (2) | |||
Series A Convertible Preferred Stock | (4) | 09/29/2016 | A | 200.2455 (4) | (4) | (4) | Common Stock | 88,998 (4) | $ 1,000 | 320.3911 | I | See Footnote (3) | |||
Common Stock Warrant (Right to Buy) | $ 2.25 | 09/29/2016 | A | 33,333 | (5) | (5) | Common Stock | 33,333 | $ 0 | 33,333 | I | See Footnote (1) | |||
Common Stock Warrant (Right to Buy) | $ 2.25 | 09/29/2016 | A | 33,333 | (5) | (5) | Common Stock | 33,333 | $ 0 | 66,666 | I | See Footnote (2) | |||
Common Stock Warrant (Right to Buy) | $ 2.25 | 09/29/2016 | A | 111,111 | (5) | (5) | Common Stock | 111,111 | $ 0 | 177,777 | I | See Footnote (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
RAKIN KEVIN C/O HISTOGENICS CORPORATION 830 WINTER STREET. 3RD FLOOR WALTHAM, MA 02451 |
X |
/s/ Kevin Rakin | 10/03/2016 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | 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. |
(2) | 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. |
(3) | 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. |
(4) | 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 |
(5) | 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. |