Ocugen, Inc. — Director's Dealing 2021

Nov 18, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ocugen, Inc. (OCGN)
CIK: 0001372299
Period of Report: 2021-11-16

Reporting Person: Subramanian Sanjay (Chief Financial Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-16	Option (Right to Buy)	$5.64	A	35560	Acquired	2031-04-19	Common Stock (35560)	Direct

Footnotes

F1: Represents the closing price of Ocugen, Inc.'s (the "Company") common stock on the date of grant. See footnote 2 below.

F2: On April 19, 2021, the Reporting Person was granted a performance-based option to purchase 177,800 shares of the Company's common stock based on the Company's satisfaction of five performance criteria prior to the end of the Company's 2021 and 2022 fiscal years, as applicable (the "Performance-Based Option"). With respect to each performance criteria, 10% of the Performance-Based Option vests on the date of the Compensation Committee's determination that the applicable criteria has been achieved (each, a "Determination Date") and an additional 10% vests upon the first anniversary of the applicable Determination Date, subject to the grantee's continued service with the Company on such date. On November 16, 2021, the Compensation Committee determined that one of the performance criteria had been achieved, resulting in the Performance-Based Option vesting in part as to 35,560 shares. 17,780 shares of the Performance-Based Option are immediately vested and exercisable, with the remaining 17,780 shares vesting on November 16, 2022, subject to the Reporting Person's continued service with the Company.