Arumugham Rasappa Form 3 Ocugen / Rasappa Arumugham 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^*

Arumugham Rasappa

(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 Scientific 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	03/22/2027	Common Stock	23,011(1)	6.3	D
Stock Options (right to buy)	09/27/2019	12/15/2027	Common Stock	9,588(2)	7.56	D
Stock Options (right to buy)	09/27/2019	08/13/2028	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. 15,341 Stock Options became exercisable immediately, and the remaining 7,670 Stock Options will become exercisable on March 21, 2020, subject to continued employment with Ocugen, Inc. (the "Company").

2. 3,196 Stock Options became exercisable immediately, and the remaining 6,392 Stock Options will become exercisable 50% each on December 15, 2019 and December 14, 2020, subject to continued employment with the Company through the applicable vesting date.

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 become exercisable 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/ Rasappa Arumugham 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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