Ocugen, Inc. — Director's Dealing 2021

May 4, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Ocugen, Inc. (OCGN)
CIK: 0001372299
Period of Report: 2021-04-29

Reporting Person: Subramanian Sanjay (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-29	Common Stock	M	7990	$2.19	Acquired	53581	Direct
2021-04-29	Common Stock	S	7990	$10.98	Disposed	45591	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-29	Option (Right to Buy)	$2.19	M	7990	Disposed	2029-10-01	Common Stock (7990)	Direct

Footnotes

F1: This sale reported on 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 $10.86 to $11.07. 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: 7,990 shares under the option are exercisable. The option, initially representing a right to purchase a total of 23,970 shares, vests and becomes exercisable in equal annual installments over a three year period.