SEC Filing | Ocugen, Inc.

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SEC FORM 3 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^*

Upadhyay Arun

(Last)

(First)

(Middle)

C/O OCUGEN, INC.

11 GREAT VALLEY PARKWAY

(Street)

MALVERN

19355

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

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)
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)
Common Stock	84,159⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Option (Right to Buy)⁽²⁾	⁽²⁾	02/07/2027	Common Stock	1,918	6.3	D
Option (Right to Buy)⁽³⁾	⁽³⁾	12/15/2027	Common Stock	1,103	7.56	D
Option (Right to Buy)⁽⁴⁾	⁽⁴⁾	08/31/2028	Common Stock	2,397	12.18	D
Option (Right to Buy)⁽⁵⁾	⁽⁵⁾	12/19/2028	Common Stock	4,315	13.52	D
Option (Right to Buy)⁽⁶⁾	⁽⁶⁾	04/08/2029	Common Stock	479	12.41	D
Option (Right to Buy)⁽⁷⁾	⁽⁷⁾	12/20/2029	Common Stock	10,000	0.405	D
Option (Right to Buy)⁽⁸⁾	⁽⁸⁾	05/05/2030	Common Stock	10,000	0.34	D
Option (Right to Buy)⁽⁹⁾	⁽⁹⁾	01/01/2031	Common Stock	246,000	1.83	D
Option (Right to Buy)⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	⁽¹⁰⁾⁽¹¹⁾⁽¹²⁾	04/19/2031	Common Stock	31,120	5.64	D
Option (Right to Buy)⁽¹³⁾	⁽¹³⁾	01/03/2032	Common Stock	234,993	4.72	D
Option (Right to Buy)⁽¹⁴⁾	⁽¹⁴⁾	06/16/2032	Common Stock	30,000	1.95	D
Option (Right to Buy)⁽¹⁵⁾	⁽¹⁵⁾	09/16/2032	Common Stock	33,818	2.17	D

Explanation of Responses:

1. Consists of 84,159 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of Ocugen, Inc. (the "Company"). (i) 64,976 of the RSUs vest annually in equal installments over three years commencing on January 3, 2023, (ii) 10,000 of the RSUs vest annually in equal installments over three years commencing on June 16, 2023, and (iii) 9,183 of the RSUs vest annually in equal installments over three years commencing on September 16, 2023, 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 vested annually in equal installments over three years commencing on February 7, 2018.

3. The option vested annually in equal installments over three years commencing on December 15, 2018.

4. The option vested annually in equal installments over three years commencing on August 31, 2019.

5. The option vested annually in equal installments over three years commencing on December 19, 2019.

6. The option vested annually in equal installments over three years commencing on April 8, 2020.

7. The option vested annually in equal installments over three years commencing on December 20, 2020. The Reporting Person previously exercised 20,000 of the shares underlying the original option grant.

8. The option vests annually in equal installments over three years commencing on May 5, 2021, subject to continued service with the Company on the applicable vesting dates. The Reporting Person previously exercised 20,000 of the shares underlying the original option grant.

9. The option vests annually in equal installments over three years commencing on January 1, 2022, subject to continued service with the Company on the applicable vesting dates.

10. On April 19, 2021, the Reporting Person was granted a performance-based option to purchase 77,800 shares of the Company's common stock based on the Company's satisfaction of five performance criteria prior to the end of the Company's 2021 and 2022 fiscal years, as applicable (the "Performance-Based Option"). With respect to each performance criteria, 10% of the Performance-Based Option vests on the date of the Compensation Committee's determination that the applicable criteria has been achieved (each, a "Determination Date") and an additional 10% vests upon the first anniversary of the applicable Determination Date, subject to the Reporting Person's continued employment with the Company on such date.

11. On November 16, 2021, the Compensation Committee determined that one of the performance criteria had been achieved, resulting in the Performance-Based Option vesting in part as to 15,560 shares. 7,780 shares of the Performance-Based Option were immediately vested and exercisable, with the remaining 7,780 shares vested on November 16, 2022.

12. On December 16, 2021, the Compensation Committee determined that the second performance criteria had been achieved, resulting in the Performance-Based Option vesting in part as to 15,560 shares. 7,780 shares of the Performance-Based Option were immediately vested and exercisable, with the remaining 7,780 shares vested on December 16, 2022.

13. The option vests annually in equal installments over three years commencing on January 3, 2023, subject to continued service with the Company on the applicable vesting dates.

14. The option vests annually in equal installments over three years commencing on June 16, 2023, subject to continued service with the Company on the applicable vesting dates.

15. The option vests annually in equal installments over three years commencing on September 16, 2023, subject to continued service with the Company on the applicable vesting dates.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Arun Upadhyay by Jessica Crespo, his attorney-in-fact	01/05/2023
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24.1

Exhibit 24.1