Statement of Changes in Beneficial Ownership (4)
May 28 2020 - 7:56PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
Naughton Gail K |
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)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks |
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(Last)
(First)
(Middle)
C/O HISTOGEN INC., 10655 SORRENTO VALLEY RD., STE 200 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/26/2020 |
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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 | 5/26/2020 | | J | (1) | 426526 | A | $0.00 | 426526 | I | See Footnote (2) |
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 |
| Stock Option (right to buy) | $0.53 | 5/12/2012 | | J | | 380063 | | (3) | 5/12/2022 | Common Stock | 380063 | $0.00 | 380063 | D | |
| Explanation of Responses: |
| (1) | Shares of common stock of the corporation formerly known as Histogen Inc. ("Histogen") were converted into shares of common stock of the Issuer pursuant to that certain Agreement and Plan of Merger and Reorganization, dated as of January 28, 2020, by and among the Issuer, Chinook Merger Sub, Inc. and Histogen (the "Merger Agreement"). Pursuant to the terms of the Merger Agreement, each share of Histogen common stock was exchanged for 1.4342 shares of the Issuer's common stock (the "Conversion"). Immediately following the merger, the Issuer changed its name to Histogen Inc. All share numbers reflect the one-for-ten reverse stock split (the "Reverse Split") effected by the Issuer immediately prior to the completion of the merger. |
| (2) | Shares held by the Gail K. Naughton Revocable Trust, dated January 19, 2018. |
| (3) | Fully vested. Shares subject to the option and the exercise price have been adjusted based upon the Conversion and Reverse Split. |
Remarks:
Founder, Chief Scientific Officer & Chief Business Development Officer |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Naughton Gail K
C/O HISTOGEN INC.
10655 SORRENTO VALLEY RD., STE 200
SAN DIEGO, CA 92121 |
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| See Remarks |
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Signatures
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| /s/ Richard W. Pascoe as attorney-in-fact for Gail K. Naughton | | 5/28/2020 |
| **Signature of Reporting Person | Date |
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