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: Tammara Vijay (Senior Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-04-29	Comm Stock	M	9000	$0.46	Acquired	9000	Direct
2021-04-29	Common Stock	S	9000	$10.97	Disposed	0	Direct
2021-04-29	Common Stock	M	3000	$2.94	Acquired	3000	Direct
2021-04-29	Common Stock	S	3000	$10.99	Disposed	0	Direct
2021-04-29	Common Stock	M	12880	$0.51	Acquired	12880	Direct
2021-04-29	Common Stock	S	12880	$10.96	Disposed	0	Direct
2021-04-29	Common Stock	M	5111	$0.57	Acquired	5111	Direct
2021-04-29	Common Stock	S	5111	$10.96	Disposed	0	Direct
2021-05-03	Common Stock	M	4317	$0.46	Acquired	4317	Direct
2021-05-03	Common Stock	S	4317	$16	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-04-29	Options (Right to Buy)	$0.46	M	9000	Disposed	2024-09-18	Common Stock (9000)	Direct
2021-04-29	Options (Right to Buy)	$2.94	M	3000	Disposed	2026-04-26	Common Stock (3000)	Direct
2021-04-29	Options (Right to Buy)	$0.51	M	12880	Disposed	2030-01-02	Common Stock (12880)	Direct
2021-04-29	Options (Right to Buy)	$0.57	M	5111	Disposed	2030-08-14	Common Stock (5111)	Direct
2021-05-03	Options (Right to Buy)	$0.46	M	4317	Disposed	2024-09-18	Common Stock (4317)	Direct

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 $10.86 to $11.06. 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 price within the ranges set forth in footnotes (2) - (4) to this Form 4.

F3: 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.

F4: 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.

F5: All of the options became exerciable immediately upon grant.

F6: 34,507 shares under the option are exercisable. The option, initially representing a right to purchase a total of 77,641 shares, vests and becomes exercisable over three years commencing on January 2, 2021, subject to continued service with the Company on the applicable vesting dates.

F7: 111,111 shares under the option are exercisable. The option, initially representing a right to purchase a total of 50,000 shares, vests and becomes exercisable over three years commencing on August 14, 2020, subject to continued service with the Company on the applicable vesting dates.