SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)
(Amendment No. 1)*
Histogenics Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
43358V109
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 12 Pages
Exhibit Index Contained on Page 11
| CUSIP NO. 43358V109 | 13 G | Page 2 of 12 |
| 1 | NAME
OF REPORTING PERSONS |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP
OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,077,040 shares, except that Sofinnova Management VIII, L.L.C. (“SM VIII”), the general partner of SVP VIII, may be deemed to have sole voting power, and Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Dr. Anand Mehra (“Mehra”), the managing members of SM VIII, may be deemed to have shared power to vote these shares. |
| 6 | SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,077,040 shares, except that SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power and Powell, Healy and Mehra, the managing members of SM VIII, may be deemed to have shared power to dispose of these shares. | |
| 8 | SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,077,040 shares |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 15.6% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | PN |
| CUSIP NO. 43358V109 | 13 G | Page 3 of 12 |
| 1 | NAME
OF REPORTING PERSONS |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 2,077,040 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Powell, Healy and Mehra, the managing members of SM VIII, may be deemed to have shared power to vote these shares. |
| 6 |
SHARED VOTING POWER See response to row 5. | |
| 7 | SOLE DISPOSITIVE POWER 2,077,040 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Powell, Healy and Mehra, the managing members of SM VIII, may be deemed to have shared dispositive power over these shares. | |
| 8 |
SHARED DISPOSITIVE POWER See response to row 7. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,077,040 shares |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | 15.6% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) | OO |
| CUSIP NO. 43358V109 | 13 G | Page 4 of 12 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Michael F. Powell (“Powell”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 2,077,040 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Powell, a managing member of SM VIII, may be deemed to have shared voting power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 2,077,040 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Powell, a managing member of SM VIII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,077,040 shares |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 15.6% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 43358V109 | 13 G | Page 5 of 12 |
| 1 | NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Dr. James I. Healy (“Healy”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 | SHARED VOTING POWER 2,077,040 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Healy, a managing member of SM VIII, may be deemed to have shared voting power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 2,077,040 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Healy, a managing member of SM VIII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,077,040 shares |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 15.6% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 43358V109 | 13 G | Page 6 of 12 |
| 1 |
NAME OF REPORTING Dr. Anand Mehra (“Mehra”) |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION U.S. Citizen |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER 0 shares. |
| 6 |
SHARED VOTING POWER 2,077,040 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole voting power, and Mehra, a managing member of SM VIII, may be deemed to have shared voting power to vote these shares. | |
| 7 | SOLE DISPOSITIVE POWER 0 shares. | |
| 8 | SHARED DISPOSITIVE POWER 2,077,040 shares, all of which are owned directly by SVP VIII. SM VIII, the general partner of SVP VIII, may be deemed to have sole dispositive power, and Mehra, a managing member of SM VIII, may be deemed to have shared power to dispose of these shares. |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | 2,077,040 shares |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES | ¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | 15.6% |
| 12 | TYPE OF REPORTING PERSON | IN |
| CUSIP NO. 43358V109 | 13 G | Page 7 of 12 |
This Amendment No. 1 to Schedule 13G (“Amendment No. 1”) amends and restates in its entirety the Schedule 13G previously filed on February 17, 2015 (“Original Schedule 13G”).
| ITEM 1(A). | NAME OF ISSUER |
| Histogenics Corporation | |
| ITEM 1(B). | ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES |
| 830 Winter Street, 3rd Floor | |
| Waltham, Massachusetts 02451 | |
| ITEM 2(A). | NAME OF PERSONS FILING |
| This Statement is filed by Sofinnova Venture Partners VIII, L.P. (“SVP VIII”), Sofinnova Management VIII, L.L.C. (“SM VIII”), Dr. Michael F. Powell (“Powell”), Dr. James I. Healy (“Healy”) and Dr. Anand Mehra (“Mehra”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.” Dr. Srinivas Akkaraju, a reporting person on the Original Schedule 13G, is no longer a managing member of SM VIII, and accordingly, is no longer a reporting person on this Amendment No. 1. | |
| SM VIII, the general partner of SVP VIII, may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer directly owned by SVP VIII. Powell, Healy and Mehra are the managing members of SM VIII and may be deemed to have shared power to vote and shared power to dispose of shares of the Issuer directly owned by SVP VIII. | |
| ITEM 2(B). | ADDRESS OF PRINCIPAL BUSINESS OFFICE |
| The address for each of the Reporting Persons is: | |
| Sofinnova Ventures | |
| 3000 Sand Hill Road, Bldg. 4, Suite 250 | |
| Menlo Park, CA 94025 | |
| ITEM 2(C) | CITIZENSHIP |
| SVP VIII is a Delaware limited partnership. SM VIII is a Delaware limited liability company. Powell, Healy and Mehra are United States citizens. |
| ITEM 2(D) AND (E). | TITLE OF CLASS OF SECURITIES AND CUSIP NUMBER |
| Common Stock | |
| CUSIP # 43358V109 | |
| ITEM 3. | Not Applicable. |
| ITEM 4. | OWNERSHIP |
| The following information with respect to the ownership of the Common Stock of the Issuer by the Reporting Persons is provided as of December 31, 2015: |
| CUSIP NO. 43358V109 | 13 G | Page 8 of 12 |
| (a) | Amount beneficially owned: | ||
| See Row 9 of cover page for each Reporting Person. | |||
| (b) | Percent of Class: | ||
| See Row 11 of cover page for each Reporting Person. | |||
| (c) | Number of shares as to which such person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| See Row 5 of cover page for each Reporting Person. | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See Row 6 of cover page for each Reporting Person. | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See Row 7 of cover page for each Reporting Person. | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See Row 8 of cover page for each Reporting Person. | |||
| ITEM 5. | OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS |
| Not applicable. | |
| ITEM 6. | OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. |
| Under certain circumstances set forth in the limited partnership agreement of SVP VIII and the limited liability company agreement of SM VIII, the general and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or member, as the case may be. | |
| ITEM 7. | IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY |
| Not applicable. | |
| ITEM 8. | IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. |
| Not applicable. | |
| ITEM 9. | NOTICE OF DISSOLUTION OF GROUP. |
| Not applicable. |
| CUSIP NO. 43358V109 | 13 G | Page 9 of 12 |
| ITEM 10. | CERTIFICATION. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| CUSIP NO. 43358V109 | 13 G | Page 10 of 12 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| Date: February 10, 2016 | ||
| Sofinnova Venture Partners VIII, L.P. | /s/ Nathalie Auber | |
| By Sofinnova Management VIII, L.L.C. | Nathalie Auber, Attorney-in-Fact* | |
| Its General Partner | ||
| Sofinnova Management VIII, L.L.C. | /s/ Nathalie Auber | |
| Nathalie Auber, Attorney-in-Fact* | ||
| Michael F. Powell | /s/ Nathalie Auber | |
| Nathalie Auber, Attorney-in-Fact* | ||
| James I. Healy | /s/ Nathalie Auber | |
| Nathalie Auber, Attorney-in-Fact* | ||
| Anand Mehra | /s/ Nathalie Auber | |
| Nathalie Auber, Attorney-in-Fact* |
*Signed pursuant to a Power of Attorney already on file with the appropriate agencies.
| CUSIP NO. 43358V109 | 13 G | Page 11 of 12 |
EXHIBIT INDEX
|
|
Found on Sequentially | |
| Exhibit | Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 12 |
| CUSIP NO. 43358V109 | 13 G | Page 12 of 12 |
exhibit A
Agreement of Joint Filing
The Reporting Persons hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the Reporting Persons. Note that copies of the applicable Agreement of Joint Filing are already on file with the appropriate agencies.