Ocugen (OCGN) Form 3 Ocugen / Quan Anh Vu ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Vu Quan Anh

(Last) (First) (Middle)

C/O OCUGEN, INC.

11 GREAT VALLEY PARKWAY

(Street)

MALVERN PA 19355

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2023

3. Issuer Name and Ticker or Trading Symbol
Ocugen, Inc. [ OCGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CFO/CBO

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	165,934(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)(2)	(2)	02/16/2033	Common Stock	196,850	1.04	D

Explanation of Responses:

1. Includes 163,934 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of Ocugen, Inc. (the "Company"). The RSUs vest annually in equal installments over three years commencing on February 16, 2024, in each case subject to continued service with the Company on the applicable vesting dates. The RSUs will be settled on each applicable vesting date in shares of the Company's common stock.

2. The option vests annually in equal installments over three years commencing on February 16, 2024, subject to continued service with the Company on the applicable vesting dates.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney.

	/s/ Quan Anh Vu	03/10/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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