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*
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).
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.
OCUGEN, INC.

POWER OF ATTORNEY
       	Know all by these present, that I, the undersigned
 director and/or officer of Ocugen, Inc., a Delaware corporation
 (the "Company"), hereby constitute and appoint Shankar Musunuri
 and Sarah Crespo as my true and lawful attorneys-in-fact and agents,
 with full power to act, together or each without the other, with full
 power of substitution and resubstitution, for me and in my name,
 place and stead, in any and all capacities:

(i) to execute and file for and on behalf of the undersigned any
 reports on Forms 3, 4 and 5 (including any amendments thereto and
 any successors to such Forms) with respect to ownership acquisition
 or disposition of securities of the Company that the undersigned
 may be required to file with the U.S. Securities and Exchange
 Commission (the "SEC") in accordance with Section 16(a) of the
 Securities Exchange Act of 1934, as amended (the "Exchange Act"),
 and the rules promulgated thereunder;

(ii) to execute and file for and on behalf of the undersigned
 any voluntary filings under Section 16(a) of the Exchange Act;

(iii) to request electronic filing codes from the SEC by filing
 the Form ID (including amendments thereto) and any other documents
 necessary or appropriate to obtain codes and passwords enabling
 the undersigned to file such reports electronically;

(iv) to prepare, file, and submit any documents or reports
 that may be required under SEC Rule 144 to permit the undersigned
 to sell Company common stock without registration under the
 Securities Act of 1933, as amended (the "Securities Act")
 in reliance on Rule 144 as amended from time to time; or

(v) take any other action of any type whatsoever in connection
 with the foregoing which, in the opinion of such
 attorneys-in-fact, may be of benefit to, in the best interest of,
 or legally required by, the undersigned, it being understood that
 the documents executed by such attorney-in-fact on behalf of the
 undersigned pursuant to this Power of Attorney shall be in such
 form and shall contain such terms and conditions as such
 attorneys-in-fact may approve in such attorneys-in-fact's or
 attorneys-in-fact's discretion.

        The undersigned acknowledges that the foregoing
 attorneys-in-fact, in serving in such capacity at the request
 of the undersigned, are not assuming, nor is the Company
 assuming, any of the undersigned's responsibilities to comply
 with Section 16(a) of the Exchange Act or the Securities Act.
 The Company will use all reasonable efforts to apprise
 the undersigned of applicable filing requirements for purposes
 of Section 16(a) of the Exchange Act or the Securities Act.

        This Power of Attorney shall remain in full force and
 effect until the undersigned is no longer required to file
 Forms 3, 4 and 5 with respect to the undersigned's holdings and
 transactions in securities issued by the Company, unless earlier
 revoked by the undersigned in a signed writing delivered to the
 foregoing attorneys-in-fact.  This Power of Attorney revokes
 and replaces any prior Power of Attorney executed by the
 undersigned with respect to the ownership, acquisition or
 disposition of securities of the Company.

       IN WITNESS WHEREOF, the undersigned has caused this
 Power of Attorney to be executed as of this 3rd day of March, 2023.

      /s/ Quan Vu
Name: Quan Vu


Exhibit 24.1