Sec Form 4 Filing - MUKUNDA RAM @ IGC Pharma, Inc. - 2024-03-13

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MUKUNDA RAM 2. Issuer Name and Ticker or Trading Symbol IGC Pharma, Inc. [ IGC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 10224 FALLS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 03/13/2024 (Street) POTOMAC, MD20854 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/13/2024 M 333,333 ( 1 ) A $ 0 2,908,093 D Common Stock 03/13/2024 M 233,334 ( 2 ) A $ 0 3,141,427 D Common Stock 03/13/2024 M 333,334 ( 4 ) A $ 0 3,474,761 D Common Stock 03/13/2024 M 251,250 ( 5 ) A $ 0 3,726,011 D Common Stock 03/13/2024 G 200,000 ( 3 ) D $ 0 3,526,011 D Common Stock 03/13/2024 M 16,667 ( 1 ) A $ 0 794,085 I BY SPOUSE Common Stock 03/13/2024 M 16,667 ( 4 ) A $ 0 810,752 I BY SPOUSE

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Restricted Stock Units ( 6 ) 03/13/2024 M 233,333 ( 2 ) ( 2 ) ( 2 ) Common Stock 233,333 $ 0 233,333 D Restricted Stock Units ( 6 ) 03/13/2024 M 333,333 ( 1 ) ( 1 ) ( 1 ) Common Stock 333,333 $ 0 0 D Restricted Stock Units ( 6 ) 03/13/2024 M 333,334 ( 4 ) ( 4 ) Common Stock 333,334 $ 0 666,667 D Restricted Stock Units ( 6 ) 03/13/2024 M 251,250 ( 5 ) 03/31/2033 Common Stock 251,250 $ 0 783,750 D Options ( 7 ) 03/13/2024 A 1,000,002 ( 7 ) ( 7 ) 03/12/2034 Common Stock 1,000,002 $ 0 0 D Options ( 8 ) 03/13/2024 A 1,500,000 ( 8 ) ( 8 ) 03/12/2034 Common Stock 1,500,000 $ 0 0 D Restricted Stock Units ( 6 ) 03/13/2024 M 16,667 ( 1 ) ( 1 ) ( 1 ) Common Stock 16,667 $ 0 0 I BY SPOUSE Restricted Stock Units ( 6 ) 03/13/2024 M 16,667 ( 4 ) ( 4 ) ( 4 ) Common Stock 16,667 $ 0 33,333 I BY SPOUSE

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MUKUNDA RAM 10224 FALLS ROAD POTOMAC, MD20854 X CEO Signatures /s/ Ram Mukunda 03/18/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 19, 2021, the Reporting Person and the Reporting Person's spouse were granted RSUs subject to vesting equally over three and two years, respectively, and starting on March 31, 2022. ( 2 )On May 25, 2022, the Reporting Person and the Reporting Person's spouse were granted RSUs subject to vesting equally over three years starting on March 31, 2023. ( 3 )Gift of shares of the Company's common stock to the reporting person's children who do not share the reporting person's household. ( 4 )On June 20, 2023, the Reporting Person and the Reporting Person's spouse were granted RSUs subject to vesting equally over three years starting on March 31, 2024. ( 5 )On June 20, 2023, the Reporting Person was granted RSUs subject to vesting according to specific milestones set by the Company's Board of Directors. The RSUs vest when milestones are achieved. One milestone (156,750) was achieved, and one milestone (156,750) was not achieved. ( 6 )Each restricted stock unit represents a right to receive one share of IGC common stock. ( 7 )On March 13, 2024, the Reporting Person was granted options exercisable at $0.26, vesting over three years starting in March 2025. ( 8 )On March 13, 2024, the Reporting Person was granted options exercisable at $0.26 vesting at the time that certain milestones set by the Board of Directors are achieved.

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.