Sec Form 4 Filing - SPLIT ROCK PARTNERS II, LP @ HISTOGENICS CORP - 2016-09-29

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 SPLIT ROCK PARTNERS II, LP 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) 10400 VIKING DRIVE, SUITE 250 3. Date of Earliest Transaction (MM/DD/YY) 09/29/2016 (Street) EDEN PRAIRIE, MN55344 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 09/29/2016 P 276,801 A $ 2.25 ( 1 ) 1,661,495 D ( 2 )

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 Convertible Preferred Stock ( 3 ) 09/29/2016 P 2,506.5968 09/29/2016 ( 4 ) Common Stock 1,114,043 $ 1,000 ( 1 ) 2,506.5968 D ( 2 ) Common Stock Warrant (right to buy) $ 2.25 09/29/2016 P 1,390,844 ( 5 ) ( 5 ) Common Stock 1,390,844 $ 0 ( 1 ) 1,390,844 D ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SPLIT ROCK PARTNERS II, LP 10400 VIKING DRIVE SUITE 250 EDEN PRAIRIE, MN55344 X SPLIT ROCK PARTNERS II MANAGEMENT, LLC 10400 VIKING DRIVE SUITE 250 EDEN PRAIRIE, MN55344 X Signatures /s/ Stacy M. Campbell-Kraft, Authorized Representative 10/03/2016 Signature of Reporting Person Date /s/ Stacy M. Campbell-Kraft, Authorized Representative 10/03/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 29, 2016, Histogenics Corporation ("Histogenics") closed a private placement with certain institutional and accredited investors, including Split Rock Partners II, L.P. ("SRP II"). In connection with the private placement, SRP II purchased (i) 276,801 shares of Histogenics common stock at a purchase price of $2.25 per share and (ii) 2,506.5968 shares of series A convertible preferred stock at a purchase price of $1,000 per share. As part of the private placement, SRP II received warrants to purchase up to 1,390,844 shares of Histogenics common stock at an exercise price of $2.25 per share. ( 2 )The securities are owned directly by 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. ( 3 )The number of shares of common stock into which each share of series A convertible preferred stock is convertible is determined by dividing the stated value of the series A convertible preferred stock, which is $1,000, by the conversion price of the series A convertible preferred stock, which is $2.25. Therefore, the 2,506.5968 shares of series A convertible preferred stock are convertible into 1,114,043 shares of common stock. Until the date that Histogenics' stockholders approve the private placement, the number of shares of common stock issuable upon conversion of the series A convertible preferred stock issued by Histogenics in connection with the private placement, when aggregated with the shares of common stock issued at closing, shall not exceed 20% of Histogenics' issued and outstanding common stock. Histogenics has agreed to use its reasonable best efforts to obtain stockholder approval of the private placement within 60 days of the closing date. ( 4 )The series A convertible preferred stock has no expiration date. ( 5 )The warrants will become exercisable upon the approval of the private placement by the stockholders of Histogenics and expire five years after the date of such stockholder approval. The warrants include a cashless-exercise feature that may be exercised in the event there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of common stock underlying the warrants as of the six-month anniversary of the closing of the private placement.

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