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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 | ||||||||
Employee Stock Option (Right to Buy) | $ 1.67 | 10/01/2018 | D(1) | 195,000 | (2) | 06/04/2027 | Common Stock | 195,000 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 0.568 | 10/01/2018 | A(1) | 195,000 | (2) | 06/04/2027 | Common Stock | 195,000 | $ 0 | 195,000 | D | ||||
Employee Stock Option (Right to Buy) | $ 2.63 | 10/01/2018 | D(1) | 105,000 | (3) | 02/15/2028 | Common Stock | 105,000 | $ 0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $ 0.568 | 10/01/2018 | A(1) | 105,000 | (3) | 02/15/2028 | Common Stock | 105,000 | $ 0 | 105,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Haut Donald C/O HISTOGENICS CORPORATION 830 WINTER STREET, 3RD FLOOR WALTHAM, MA 02451 |
Chief Business Officer |
/s/ Donald Haut | 10/02/2018 | |
**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 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. |
(2) | The stock option was originally granted to the Reporting Person on June 5, 2017, This option vests over four (4) years of service to the Issuer following June 5, 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. |
(3) | 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. |