Ocugen, Inc. Form 4 (Oct. 14, 2022)

Summary

A Form 4 for Shankar Musunuri, a director and Chief Executive Officer of Ocugen, Inc. [OCGN], reporting transactions on October 14, 2022. The form lists the exercise of an option for 100,000 shares at $0.51 and the sale of 100,000 shares at a weighted average price of $1.66, ranging from $1.63 to $1.74, under a Rule 10b5-1 trading plan. After the sale, 752,540 shares are owned directly and 1,145,299 through KVM Holdings, LLC. The option initially represented a right to purchase 933,528 shares vesting annually from January 2, 2021, and 522,352 derivative securities are reported after the exercise. The remarks list Exhibit 24.1, a Power of Attorney, and Jessica Crespo signed as attorney-in-fact on 10/14/2022.

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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 * Musunuri Shankar (Last) (First) (Middle) C/O OCUGEN, INC. 11 GREAT VALLEY PARKWAY (Street) MALVERN PA 19355 (City) (State) (Zip) | Musunuri Shankar | (Last) | (First) | (Middle) | C/O OCUGEN, INC. | 11 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 X Officer (give title below) Other (specify below) Chief Executive Officer | X | Director | 10% Owner | X | Officer (give title below) | Other (specify below) | Chief Executive Officer
3. Date of Earliest Transaction
 (Month/Day/Year) 10/14/2022
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 | 10/14/2022 | M | 100,000 | A | $ 0.51 | 852,540 | D
Common Stock | 10/14/2022 | S | 100,000 (1) | D | $ 1.66 (2) | 752,540 | D
Common Stock | 1,145,299 | I | By: KVM Holdings, LLC (3)
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
Option (Right to Buy) | $ 0.51 | 10/14/2022 | M | 100,000 | (4) | 01/02/2030 | Common Stock | 100,000 | $ 0 | 522,352 | D
Explanation of Responses:
1. This sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
2. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $1.63 to $1.74. The Reporting Person undertakes to provide Ocugen, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
3. The Reporting Person is a member and officer of KVM Holdings, LLC and has voting and investment power over the shares held by KVM Holdings, LLC.
4. The options, initially representing a right to purchase 933,528 shares, vest and become exercisable in equal annual installments over three years commencing on January 2, 2021, subject to continued service with the Company on the applicable vesting dates.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney
/s/ Shankar Musunuri by Jessica Crespo, his attorney-in-fact | 10/14/2022
** 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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