Statement of Changes in Beneficial Ownership (4)
May 27 2020 - 6:06AM
Edgar (US Regulatory)
FORM 4
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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 OF SECURITIES
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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
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Mento Steven J |
2. Issuer Name and Ticker or Trading Symbol
Histogen Inc.
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HSTO
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O HISTOGEN INC., 10655 SORRENTO VALLEY ROAD, SUITE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/22/2020 |
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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)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 5/22/2020 | | M | | 65000 | A | $0.00 | 71000 | D | |
| Common Stock | 5/22/2020 | | F | | 31428 | D | $0.56 | 39572 | D | |
| Common Stock | | | | | | | | 42708 | I | See footnote (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Restricted Stock Units | (2) | 5/22/2020 | | M | | | 65000 | (3) | (3) | Common Stock | 65000 | $0.00 | 0 | D | |
| Explanation of Responses: |
| (1) | Held by a family trust of which Dr. Mento is a trustee. |
| (2) | Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. |
| (3) | Pursuant to the Agreement and Plan of Merger and Reorganization (the "Merger Agreement") by and among Conatus Pharmaceuticals Inc. ("Conatus"), Chinook Merger Sub, Inc. and Histogen Inc., all outstanding Conatus restricted stock units vested in full and were settled in shares of common stock prior to the closing of the merger contemplated by the Merger Agreement. |
Remarks:
All share amounts in this Form 4 reflect the 10 for 1 reverse stock split implemented by Conatus Pharmaceuticals Inc. on May 26, 2020 in connection with the Merger Agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Mento Steven J
C/O HISTOGEN INC.
10655 SORRENTO VALLEY ROAD, SUITE 200
SAN DIEGO, CA 92121 | X |
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Signatures
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| /s/ Steven J. Mento | | 5/27/2020 |
| **Signature of Reporting Person | Date |
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