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: 2021-05-03

Reporting Person: Musunuri Shankar (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-05-03	Common Stock	M	195809	$0.51	Acquired	601809	Direct
2021-05-03	Common Stock	S	195809	$14.24	Disposed	406000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-03	Options (Right to Buy)	$0.51	M	195809	Disposed	2030-01-02	Common Stock (195809)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1375299	Indirect

Footnotes

F1: The sales reported in this Form 4 were 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 $13.91 to $14.54. 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 power over the shares held by KVM Holdings, LLC.

F4: 311,176 shares under the option are exercisable. The option, initially representing a right to purchase a total of 933,528 shares, vests and becomes exercisable annually in equal installments over three years commencing on January 2, 2021, subject to continued employment with the Company on the applicable vesting dates.