Statement of Changes in Beneficial Ownership (4)
March 14 2023 - 04:34PM
Edgar (US Regulatory)
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FORM 4
[ ] Check this box if no longer subject to Section
16. Form 4 or Form 5 obligations may continue. See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
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|
| 1. Name
and Address of Reporting Person * Reyes Joyce |
2. Issuer Name and Ticker or Trading
Symbol Histogen Inc. [ HSTO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
See Remarks |
|
(Last)
(First)
(Middle)
C/O HISTOGEN INC., 10655 SORRENTO VALLEY ROAD, SUITE
200 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/10/2023
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|
(Street)
SAN DIEGO, CA 92121
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
|
Stock Option (right to buy) |
$0.95 |
3/10/2023 |
|
A |
|
47417 |
|
(1) |
3/10/2033 |
Common Stock |
47417 |
$0.00 |
47417 |
D |
|
|
Stock Option (right to buy) |
$0.95 |
3/10/2023 |
|
A |
|
16659 |
|
(1) |
3/10/2033 |
Common Stock |
16659 |
$0.00 |
16659 |
D |
|
|
Stock Option (right to buy) |
$4.80 (2) |
3/10/2023 |
|
D (3) |
|
|
1200 (2) |
(4) |
2/17/2032 |
Common Stock |
1200 |
$0.00 |
0 |
D |
|
|
Stock Option (right to buy) |
$3.20 (2) |
3/10/2023 |
|
D (3) |
|
|
7833 (2) |
(5) |
6/1/2032 |
Common Stock |
7833 |
$0.00 |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
1/4 of the shares subject to
the option vest one year after the date of grant, on 3/10/2024, and
the remaining 1/36 of the shares vest on a monthly basis
thereafter. |
| (2) |
Effective June 2, 2022, the
Issuer effected a 1-for-20 reverse stock split of the Company's
issued and outstanding common stock, par value $0.0001 per
share. |
| (3) |
On March 10, 2023, the
Issuer and the Reporting Person agreed to cancel the stock option
award. |
| (4) |
1/4 of the shares subject to
the option vested on 9/15/2022 and the remaining 1/36 of the shares
vest on a monthly basis thereafter. |
| (5) |
1/4 of the shares subject to
the option vested one year after the date of grant, on 6/1/2023,
and the remaining 1/36 of the shares vest on a monthly basis
thereafter. |
Remarks:
Senior Vice President of Regulatory, Quality, Clinical Operations,
and Technical Operations |
Reporting
Owners
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|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Reyes Joyce
C/O HISTOGEN INC.
10655 SORRENTO VALLEY ROAD, SUITE 200
SAN DIEGO, CA 92121 |
|
|
See Remarks |
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Signatures
|
|
/s/ Susan A. Knudson as attorney-in-fact for
Joyce Reyes |
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3/14/2023 |
| **Signature of Reporting
Person |
Date |
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Reminder: Report on a separate line for each class
of securities beneficially owned directly or
indirectly. |
| * |
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). |
| Note: |
File three copies of this Form, one of
which must be manually signed. If space is insufficient, see
Instruction 6 for procedure. |
|
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. |
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