Ocugen, Inc. Form 4 (June 15, 2021) — Potti Manish

Summary

Manish Potti, a director of Ocugen, Inc. (trading symbol OCGN), reports in this Form 4 a warrant exercise, dated 06/15/2021, for indirect holdings of Scotland Parkway LLC. Table I records 95,880 shares acquired under code X at $6.3, bringing indirect ownership to 159,309 shares, and 68,185 shares disposed of at $8.86, leaving 91,124. The explanation states the Reporting Person paid the exercise price of $6.30 a share on a cashless basis, so the Company withheld 68,185 of the warrant shares and issued the remaining 27,695 shares, and also paid $4.89 in lieu of a fractional share. The signature line reads Manish Potti by Sanjay Subramanian, attorney-in-fact, 06/17/2021.

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Full text

SEC Form 4

FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person * Potti Manish (Last) (First) (Middle) C/O OCUGEN, INC. 263 GREAT VALLEY PARKWAY (Street) MALVERN PA 19355 (City) (State) (Zip) | Potti Manish | (Last) | (First) | (Middle) | C/O OCUGEN, INC. | 263 GREAT VALLEY PARKWAY | MALVERN | PA | 19355 | (City) | (State) | (Zip) | 2. Issuer Name and Ticker or Trading Symbol Ocugen, Inc. [ OCGN ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below) | X | Director | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
 (Month/Day/Year) 06/15/2021
4. 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 | X | Form filed by One Reporting Person | Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr.
 3) | 2. Transaction Date
 (Month/Day/Year) | 2A. Deemed Execution Date, if any
 (Month/Day/Year) | 3. Transaction Code (Instr.
 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr.
 3, 4 and 5) | 5.
 Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr.
 4) | 7. Nature of Indirect Beneficial Ownership (Instr.
 4)
Code | V | Amount | (A) or (D) | Price
Common Stock | 06/15/2021 | X | 95,880 | A | $ 6.3 | 159,309 | I | Held by Scotland Parkway LLC (1)
Common Stock | 06/15/2021 | S (2) | 68,185 | D | $ 8.86 | 91,124 | I | Held by Scotland Parkway LLC (1)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr.
 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date
 (Month/Day/Year) | 3A. Deemed Execution Date, if any
 (Month/Day/Year) | 4. Transaction Code (Instr.
 8) | 5.
 Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
 3, 4 and 5) | 6. Date Exercisable and Expiration Date
 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr.
 3 and 4) | 8. Price of Derivative Security (Instr.
 5) | 9.
 Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr.
 4) | 11. Nature of Indirect Beneficial Ownership (Instr.
 4)
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares
Warrant (Right to Buy) | $ 6.3 | 06/15/2021 | X | 95,880 | 09/27/2019 | 12/15/2026 | Common Stock | 95,880 | $ 0 | 0 | I | Held by Scotland Parkway LLC (1)
Explanation of Responses:
1. The Reporting Person is a managing member of Scotland Parkway LLC and has voting and investment power over securities held by Scotland Parkway LLC.
2. On June 15, 2021, the Reporting Person exercised a warrant to purchase 95,880 shares of common stock for $6.30 a share. The Reporting Person paid the exercise price on a cashless basis, resulting in the Company's withholding of 68,185 of the warrant shares to pay the exercise price and issuing to the Reporting Person the remaining 27,695 shares. The Company also paid $4.89 to the Reporting Person in lieu of a fractional share.
Manish Potti by Sanjay Subramanian, his attorney-in-fact | 06/17/2021
** 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
 4

 (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.

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