Edgar Filing: HISTOGENICS CORP

Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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

OMB APPROVAL

OMB Number:

3235-0104

Expires:

January 31, 2005

Estimated average burden hours per response...

0.5

(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Â SPLIT ROCK PARTNERS II, LP

2. Date of Event Requiring Statement (Month/Day/Year)
12/02/2014

3. Issuer Name and Ticker or Trading Symbol
HISTOGENICS CORP [HSGX]

(Last)

(First)

(Middle)

10400 VIKING DRIVE,Â SUITE 250

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

EDEN PRAIRIE,Â MNÂ 55344

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security
(Instr. 4)

2. Amount of Securities Beneficially Owned
(Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)

4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	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.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	640,230 ⁽²⁾	$ ⁽¹⁾	D ⁽³⁾	Â
Series A-1 Convertible Preferred Stock	Â ⁽¹⁾	Â ⁽¹⁾	Common Stock	407,825 ⁽²⁾	$ ⁽¹⁾	D ⁽³⁾	Â
Common Stock Warrant (Right to Buy)	Â ⁽⁴⁾	Â ⁽⁴⁾	Common Stock	9,713 ⁽²⁾	$ 0.76 ⁽²⁾	D ⁽³⁾	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SPLIT ROCK PARTNERS II, LP 10400 VIKING DRIVE SUITE 250 EDEN PRAIRIE,Â MNÂ 55344	Â	Â X	Â	Â
SPLIT ROCK PARTNERS II MANAGEMENT, LLC 10400 VIKING DRIVE SUITE 250 EDEN PRAIRIE,Â MNÂ 55344	Â	Â X	Â	Â

Signatures

SPLIT ROCK PARTNERS II, LP, By: /s/ Steven L.P. Schwen, Chief Financial Officer		12/02/2014
^**Signature of Reporting Person		Date
SPLIT ROCK PARTNERS II MANAGEMENT, LLC, By: /s/ Steven L.P. Schwen, Chief Financial Officer		12/02/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	Each outstanding share of Series A Convertible Preferred Stock and Series A-1 Convertible Preferred Stock will convert on a 1:1 basis into the Issuer's common stock, immediately prior to the Issuer's initial public offering, for no additional consideration and including accrued dividends. These shares have no expiration date.
(2)	Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
(3)	The securities are owned directly by Split Rock Partners II, LP ("SRP II"). Voting and investment power over the securities is delegated to Split Rock Partners II Management, LLC ("SRPM II"), the general partner of SRP II. SRPM II has delegated voting and investment decisions to three individuals who require a two-thirds vote to act. SRPM II disclaims beneficial ownership of the securities except to the extent of any pecuniary interest therein.
(4)	The Common Stock Warrant will be net exercised immediately prior to the Issuer's initial public offering. The expiration date of the warrant is upon the consummation of the Issuer's initial public offering or a liquidity event (as described in such warrant).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.