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. 2)*
| Histogenics Corporation |
| (Name of Issuer) |
| Common Stock |
| (Title of Class of Securities) |
| 43358V109 |
| (CUSIP Number) |
| December 31, 2018 |
| (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 10 Pages
Exhibit Index Contained on Page 9
| CUSIP NO. 43358V109 | 13 G | Page 2 of 10 |
| 1 |
NAME OF REPORTING PERSONS Sofinnova Venture Partners VIII, L.P. (“SVP VIII”) |
| 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 |
| 6 | SHARED VOTING POWER - 0 - | |
| 7 | SOLE DISPOSITIVE POWER - 0 - | |
| 8 | SHARED DISPOSITIVE POWER - 0 - |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
- 0 - |
| 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) |
0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) |
PN |
| CUSIP NO. 43358V109 | 13 G | Page 3 of 10 |
| 1 |
NAME OF REPORTING PERSONS Sofinnova Management VIII, L.L.C. (“SM VIII”) |
| 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 - 0 - |
| 6 |
SHARED VOTING POWER - 0 - | |
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |
| 8 |
SHARED DISPOSITIVE POWER - 0 - |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
- 0 - |
| 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) |
0% |
| 12 | TYPE OF REPORTING PERSON (See Instructions) |
OO |
| CUSIP NO. 43358V109 | 13 G | Page 4 of 10 |
| 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 |
| 6 | SHARED VOTING POWER - 0 - | |
| 7 | SOLE DISPOSITIVE POWER - 0 - | |
| 8 | SHARED DISPOSITIVE POWER - 0 - |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
- 0 - |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0% |
| 12 | TYPE OF REPORTING PERSON |
IN |
| CUSIP NO. 43358V109 | 13 G | Page 5 of 10 |
| 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 |
| 6 | SHARED VOTING POWER - 0 - | |
| 7 | SOLE DISPOSITIVE POWER - 0 - | |
| 8 | SHARED DISPOSITIVE POWER - 0 - |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
- 0 - |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0% |
| 12 | TYPE
OF REPORTING PERSON |
IN |
| CUSIP NO. 43358V109 | 13 G | Page 6 of 10 |
| 1 |
NAME OF REPORTING SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 - |
| 6 |
SHARED VOTING POWER - 0 - | |
| 7 |
SOLE DISPOSITIVE POWER - 0 - | |
| 8 |
SHARED DISPOSITIVE POWER - 0 - |
| 9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
- 0 - |
| 10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |
¨ |
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 |
0% |
| 12 | TYPE OF REPORTING PERSON |
IN |
| CUSIP NO. 43358V109 | 13 G | Page 7 of 10 |
This Amendment No. 2 to Schedule 13G (“Amendment No. 2”) amends the Schedule 13G previously filed on February 17, 2015, as amended and restated on February 11, 2016 (“Original Schedule 13G”). Only those items as to which there has been a change are included in this Amendment No. 2.
| 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, 2018:
| (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: |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x Yes
| CUSIP NO. 43358V109 | 13 G | Page 8 of 10 |
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 11, 2019 |
| 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 9 of 10 |
EXHIBIT INDEX
| Exhibit | Found on Sequentially Numbered Page | |
| Exhibit A: Agreement of Joint Filing | 10 |
| CUSIP NO. 43358V109 | 13 G | Page 10 of 10 |
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.