Sec Form 4 Filing - Sofinnova Venture Partners VIII, L.P. @ HISTOGENICS CORP - 2014-12-08

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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1. Name and Address of Reporting Person Sofinnova Venture Partners VIII, L.P. 2. Issuer Name and Ticker or Trading Symbol HISTOGENICS CORP [ HSGX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3000 SAND HILL ROAD, 4-250 3. Date of Earliest Transaction (MM/DD/YY) 12/08/2014 (Street) MENLO PARK, CA94025 4. If Amendment, Date Original Filed (MM/DD/YY) 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 Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 12/08/2014 C 960,345 ( 1 ) A 960,345 I See Footnote ( 3 ) Common Stock 12/08/2014 C 611,738 ( 1 ) A 1,572,083 I See Footnote ( 3 ) Common Stock 12/08/2014 X 14,569 ( 1 ) A $ 0.76 ( 1 ) 1,586,652 I See Footnote ( 3 ) Common Stock 12/08/2014 S( 4 ) 1,002 ( 1 ) D $ 11 1,585,650 I See Footnote ( 3 ) Common Stock 12/08/2014 P 500,198 ( 1 ) A $ 11 2,085,848 I See Footnote ( 3 ) Common Stock 12/08/2014 J( 5 ) 8,808 ( 1 ) D 2,077,040 I See Footnote ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 2 ) 12/08/2014 C 960,345 ( 1 ) ( 2 ) ( 2 ) Common Stock 960,345 ( 1 ) $ 0 0 I See Footnote ( 3 ) Series A-1 Preferred Stock ( 2 ) 12/08/2014 C 611,738 ( 1 ) ( 2 ) ( 2 ) Common Stock 611,738 ( 1 ) $ 0 0 I See Footnote ( 3 ) Common Stock Warrant (Right to Buy) $ 0.76 ( 1 ) 12/08/2014 X 14,569 ( 1 ) ( 2 ) ( 2 ) Common Stock 14,569 ( 1 ) $ 0 0 I See Footnote ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sofinnova Venture Partners VIII, L.P. 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Sofinnova Management VIII, L.L.C. 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X HEALY JAMES 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X AKKARAJU SRINIVAS 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X POWELL MICHAEL 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Mehra Anand 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA94025 X Signatures /s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P. 12/10/2014 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Sofinnova Management VIII, L.L.C. 12/10/2014 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for James Healy 12/10/2014 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Srinivas Akkaraju 12/10/2014 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Michael Powell 12/10/2014 Signature of Reporting Person Date /s/ Nathalie Auber, Attorney-in-Fact for Anand Mehra 12/10/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014. ( 2 )Each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock automatically converted on a 1:1 basis into the Issuer's Common Stock, immediately prior to the closing of the Iss uer's initial public offering, for no additional consideration and included accrued dividends. These shares have no expiration date. ( 3 )The securities are owned directly by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII"), the general partner of SVP VIII, Srinivas Akkaraju, James Healy, Anand Mehra, and Michael Powell, the managing members of SM VIII, may be deemed to have shared voting and dispositive power over the shares owned by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII except to the extent of any pecuniary interest therein. ( 4 )The Common Stock Warrant was automatically net exercised, immediately prior to the closing of the Issuer's initial public offering. The Reporting Person paid the exercise price on a cashless basis, resulting in the Issuer's withholding of 1,002 of the warrant shares to pay the exercise price and issuing the Reporting Person the remaining 13,567 shares. 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). ( 5 )These shares of Common Stock were transferred to a strategic partner of the Issuer to satisfy the Reporting Person's contractual obligations under certain agreements between the Issuer, the Reporting Person, certain of the Issuer's other stockholders, and such strategic partner.

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