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^*

Beck Kelly

(Last)

(First)

(Middle)

C/O OCUGEN, INC.

5 GREAT VALLEY PARKWAY, SUITE 160

(Street)

MALVERN,

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)
	Vice President

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)
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)
Stock Options (right to buy)	09/27/2019	07/10/2027	Common stock	14,382⁽¹⁾	$7.56	D
Stock Options (right to buy)	09/27/2019	12/15/2027	Common Stock	11,985⁽²⁾	$7.56	D
Stock Options (right to buy)	12/07/2019	12/07/2028	Common Stock	9,588⁽³⁾	$13.52	D

Explanation of Responses:

1. 9,588 Stock Options became exercisable immediately, and the remaining 4,794 Warrants will become exercisable on July 9, 2020, subject to continued employment with Ocugen, Inc. (the "Company").

2. 3,995 Stock Options became exercisable immediately, and the remaining 7,990 Warrants 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. 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/ Kelly Beck	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).
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.