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* Musunuri Shankar (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chief Executive 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	1,375,299	I	By KVM Holdings, LLC(1)

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
Warrants (Right to Buy)	09/27/2019	09/14/2027	Common Stock	7,191(2)	7.56	D
Warrants (Right to Buy)	09/27/2019	12/08/2026	Common Stock	405(2)	5.05	I	By KVM Holdings, LLC(1)
Stock Option (right to buy)	09/27/2019	08/26/2025	Common Stock	86,292(3)	1.88	D

Explanation of Responses:

1. The Reporting Person is a member and officer of KVM Holdings, LLC and has voting and investment power power over the shares held by KVM Holdings, LLC.

2. 100% of the Warrants became exercisable immediately.

3. 100% of the Stock Options became exercisable immediately.

Remarks:

	/s/ Shankar Musunuri by Kelly Beck, his attorney-in-fact	12/13/2019
	** 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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