Histogen Form 4 / Susan A. Knudson ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Knudson Susan A.

(Last)

(First)

(Middle)

C/O HISTOGEN INC.

10655 SORRENTO VALLEY ROAD, SUITE 200

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

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)
COO and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$0.95	03/10/2023		A		79,027		⁽¹⁾	03/10/2033	Common Stock	79,027	$0.00	79,027	D
Stock Option (right to buy)	$0.95	03/10/2023		A		27,766		⁽¹⁾⁽²⁾	03/10/2033	Common Stock	27,766	$0.00	27,766	D
Stock Option (right to buy)	$92.2⁽³⁾	03/10/2023		D⁽⁴⁾			6,206⁽³⁾	⁽⁵⁾	05/27/2030	Common Stock	6,206	$0.00	0	D
Stock Option (right to buy)	$19.4⁽³⁾	03/10/2023		D⁽⁴⁾			5,600⁽³⁾	⁽⁶⁾	01/13/2031	Common Stock	5,600	$0.00	0	D
Stock Option (right to buy)	$4.8⁽³⁾	03/10/2023		D⁽⁴⁾			8,490⁽³⁾	⁽⁷⁾	02/17/2032	Common Stock	8,490	$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. The shares subject to this option are subject to forfeiture in the event that the shares available pursuant to the Issuer's 2020 Incentive Award Plan are not increased prior to the one-year anniversary and vesting of the award by an amount required to be available for issuance for all outstanding stock awards containing this forfeiture condition.

3. 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.

4. On March 10, 2023, the Issuer and the Reporting Person agreed to cancel the stock option award.

5. 1/4 of the shares subject to the option vested one year after the date of grant, on 5/27/2021, and the remaining 1/36 of the shares vest on a monthly basis thereafter.

6. 1/4 of the shares subject to the option vested one year after the date of grant, on 1/13/2022, and the remaining 1/36 of the shares vest on a monthly basis thereafter.

7. 1/4 of the shares subject to the option vested one year after the date of grant, on 2/17/2023, and the remaining 1/36 of the shares vest on a monthly basis thereafter.

Remarks:

	/s/ Susan A. Knudson	03/14/2023
	** Signature of Reporting Person	Date
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 Number.

Histogen (HSTO) Form 4Histogen / Susan A. Knudson ownership change