Amended Statement of Ownership (sc 13g/a)
February 14 2019 - 4:23PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Histogenics
Corporation
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
43358V 10 9
(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)
☒ Rule
13d-1(c)
☐ Rule
13d-1(d)
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*
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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 the disclosures provided in a prior cover page.
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The information required in 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).
CUSIP No. 43358V 10 9
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1
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NAMES OF REPORTING PERSONS
Perceptive Advisors LLC
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IA
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CUSIP No. 43358V 10 9
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1
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NAMES OF REPORTING PERSONS
Joseph Edelman
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of
America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
0
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
0
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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10
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
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11
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
IN
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CUSIP No. 43358V 10 9
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1
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NAMES OF REPORTING PERSONS
Perceptive Life Sciences Master Fund, Ltd.
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) ☐ (b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH:
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5
|
|
SOLE VOTING POWER
0
|
|
|
6
|
|
SHARED VOTING POWER
0
|
|
|
7
|
|
SOLE DISPOSITIVE POWER
0
|
|
|
8
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
|
|
9
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
|
10
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
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11
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW 9
0%
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12
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TYPE OF REPORTING PERSON
(SEE INSTRUCTIONS)
CO
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Item 1(a).
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Name of Issuer
:
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Histogenics Corporation (the “Issuer”)
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Item 1(b).
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Address of Issuer’s Principal Executive Offices
:
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830 Winter Street, 3rd Floor, Waltham, Massachusetts 02451
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Item 2(a).
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Names of Persons Filing
:
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The names of the persons filing this report (collectively, the “Reporting Persons”) are:
Perceptive Advisors LLC (“Perceptive Advisors”)
Joseph Edelman (“Mr. Edelman”)
Perceptive Life Sciences Master Fund, Ltd. (the “Master Fund”)
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Item 2(b).
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Address of Principal Business Office or, if None, Residence
:
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The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New
York, NY 10003
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
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Item 2(d).
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Title of Class
of Securities
:
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Common Stock, par value $0.01 per share (“Common Stock”)
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Item 2(e).
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CUSIP Number
:
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43358V 10 9
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Item 3.
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If this statement is filed pursuant to §§
240.13d-1(b)
or
240.13d-2(b)
or (c), check
whether the person filing is a:
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Not applicable.
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this
Schedule 13G.
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Item 5.
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Ownership of Five Percent or Less of a Class
.
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owner of
more than five percent of the class of securities, check the following X.
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
.
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Not applicable.
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Item 7.
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Identification and Classification of the Subsidiary
Which Acquired the Security Being
Reported on by the Parent Holding Company or Control Person
.
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Not applicable.
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Item 8.
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Identification and Classification of Members of the Group
.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group
.
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Not applicable.
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.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 14, 2019
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PERCEPTIVE ADVISORS LLC
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By:
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/s/ Joseph Edelman
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Name:
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Joseph Edelman
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Title:
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Managing Member
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/s/ Joseph Edelman
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JOSEPH EDELMAN
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PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
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By:
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Perceptive Advisors LLC
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By:
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/s/ Joseph Edelman
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Name:
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Joseph Edelman
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Title:
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Managing Member
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EXHIBIT 1
AGREEMENT
The persons below hereby agree that
the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them. This agreement is intended to satisfy the requirements of
Rule 13d-1(k)(1)(iii) under
the Securities Exchange Act of 1934.
Date:
February 14, 2019
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PERCEPTIVE ADVISORS LLC
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By:
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/s/ Joseph Edelman
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Name:
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Joseph Edelman
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Title:
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Managing Member
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/s/ Joseph Edelman
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JOSEPH EDELMAN
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PERCEPTIVE LIFE SCIENCES MASTER FUND, LTD.
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By:
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Perceptive Advisors LLC
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By:
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/s/ Joseph Edelman
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Name:
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Joseph Edelman
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Title:
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Managing Member
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