FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person *   Sofinnova Venture Partners VIII, L.P. 2. Date of Event Requiring Statement (Month/Day/Year) 12/02/2014 3. Issuer Name and Ticker or Trading Symbol HISTOGENICS CORP [HSGX] (Last) (First) (Middle) 3000 SAND HILL ROAD, BLDG 4, SUITE 250 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) MENLO PARK, CA 94025 6. Individual or Joint/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	  (1)	  (1)	Common Stock	960,345 (2)	$ (1)	I	See Footnote (3)
Series A-1 Preferred Stock	  (1)	  (1)	Common Stock	611,738 (2)	$ (1)	I	See Footnote (3)
Common Stock Warrant (Right to Buy)	  (4)	  (4)	Common Stock	14,569 (2)	$ 0.76 (2)	I	See Footnote (3)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Sofinnova Venture Partners VIII, L.P. 3000 SAND HILL ROAD, BLDG 4, SUITE 250 MENLO PARK, CA 94025	Â	  X	Â	Â
Sofinnova Management VIII, L.L.C. 3000 SAND HILL ROAD, BLDG 4, SUITE 250 MENLO PARK, CA 94025	Â	  X	Â	Â
HEALY JAMES 3000 SAND HILL ROAD, BLDG 4, SUITE 250 MENLO PARK, CA 94025	Â	  X	Â	Â
AKKARAJU SRINIVAS 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025	Â	  X	Â	Â
POWELL MICHAEL 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025	Â	  X	Â	Â
Mehra Anand 3000 SAND HILL ROAD, 4-250 MENLO PARK, CA 94025	Â	  X	Â	Â

Signatures

/s/ Albert W. Vanderlaan, Attorney-in-Fact for Sofinnova Venture Partners VIII, L.P.		12/02/2014
**Signature of Reporting Person		Date
/s/ Albert W. Vanderlaan, Attorney-in-Fact for Sofinnova Management VIII, L.L.C.		12/02/2014
**Signature of Reporting Person		Date
/s/ Albert W. Vanderlaan, Attorney-in-Fact for James Healy		12/02/2014
**Signature of Reporting Person		Date
/s/ Albert W. Vanderlaan, Attorney-in-Fact for Srinivas Akkaraju		12/02/2014
**Signature of Reporting Person		Date
/s/ Albert W. Vanderlaan, Attorney-in-Fact for Michael Powell		12/02/2014
**Signature of Reporting Person		Date
/s/ Albert W. Vanderlaan, Attorney-in-Fact for Anand Mehra		12/02/2014
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each outstanding share of Series A Preferred Stock and Series A-1 Preferred Stock will automatically convert on a 1:1 basis into the Issuer's common stock, immediately prior to the Issuer's initial public offering, for no additional consideration and including accrued dividends. These shares have no expiration date.
(2)	Reflects a 10.804-to-1 reverse stock split effected on November 14, 2014.
(3)	The securities are owned directly by Sofinnova Venture Partners VIII, L.P. ("SVP VIII"). Sofinnova Management VIII, L.L.C. ("SM VIII"), the general partner of SVP VIII, Srinivas Akkaraju, James I. Healy, Anand Mehra, and Michael Powell, the managing members of SM VIII, may be deemed to have shared voting and dispositive power over the shares owned by SVP VIII. Such persons and entities disclaim beneficial ownership over the shares owned by SVP VIII except to the extent of any pecuniary interest therein.
(4)	The Common Stock Warrant will be net exercised immediately prior to the Issuer's initial public offering. The expiration date of the warrant is upon the consummation of the Issuer's initial public offering or a liquidity event (as described in such warrant).

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