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: Musunuri Shankar (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-16	Common Stock	S	115000	$8.04	Disposed	1260299	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-16	Option (Right to Buy)	$5.64	A	197000	Acquired	2031-04-19	Common Stock (197000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	406000	Direct

Footnotes

F1: The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.86 to $8.22. The Reporting Person undertakes to provide Ocugen, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: The Reporting Person is a member and officer of KVM Holdings, LLC and has voting and investment power over the shares held by KVM Holdings, LLC.

F4: Represents the closing price of the Company's common stock on the date of grant. See footnote 5 below.

F5: On April 19, 2021, the Reporting Person was granted a performance-based option to purchase 985,000 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 197,000 shares. 98,500 shares of the Performance-Based Option are immediately vested and exercisable, with the remaining 98,500 shares vesting on November 16, 2022, subject to the Reporting Person's continued service with the Company.