Jorgensen Daniel Form 3 Ocugen / DANIEL JORGENSEN 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^*

JORGENSEN DANIEL

(Last) (First) (Middle)

C/O OCUGEN, INC.

5 GREAT VALLEY PARKWAY, SUITE 160

(Street)

MALVERN, PA 19355

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/27/2019

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)
Chief Medical Officer

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)

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
Stock Options (right to buy)	09/27/2019	04/17/2027	Common Stock	25,888(1)	6.3	D
Stock Options (right to buy)	09/27/2019	12/15/2027	Common Stock	6,712(2)	7.56	D
Stock Options (right to buy)	09/27/2019	08/23/2028	Common Stock	2,397(3)	12.18	D
Stock Options (right to buy)	12/07/2019	12/07/2028	Common Stock	9,588(4)	13.52	D

Explanation of Responses:

1. 17,258 Stock Options became exercisable immediately, and the remaining 8,630 Stock Options will become exercisable on April 16, 2020, subject to continued employment with Ocugen, Inc. (the "Company").

2. 2,238 Stock Options became exercisable immediately, and the remaining 4,474 Stock Options will become exercisable on December 14, 2020, subject to continued employment with the Company.

3. 799 Stock Options became exercisable immediately, and the remaining 1,598 Stock Options will become exercisable 50% each on July 23, 2020 and July 22, 2021, subject to continued employment with the Company through the applicable vesting date.

4. The Stock Options will vest 1/3 each on December 7, 2019, December 7, 2020 and December 6, 2021, subject to continued employment with the Company through the applicable vesting date.

Remarks:

	/s/ Daniel Jorgensen by Kelly Beck, his attorney-in-fact	12/16/2019
	** 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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