Sec Form 3 Filing - Crespo Jessica @ Ocugen, Inc. - 2022-03-18

FORM 3 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

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1. Name and Address of Reporting Person Crespo Jessica 2. Issuer Name and Ticker or Trading Symbol Ocugen, Inc. [ OCGN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CAO/SVP, Finance (Last) (First) (Middle) C/O OCUGEN, INC., 263 GREAT VALLEY PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 03/18/2022 (Street) MALVERN, PA19355 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 17,500( 1 ) D

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 Option (Right to Buy)( 2 ) $ 1.91 ( 2 ) 10/23/2029 Common Stock 27,500 D Option (Right to Buy)( 3 ) $ 0.405 ( 3 ) 12/20/2029 Common Stock 20,000 D Option (Right to Buy)( 4 ) $ 0.34 ( 4 ) 05/05/2030 Common Stock 30,000 D Option (Right to Buy)( 5 ) $ 1.83 ( 5 ) 01/01/2031 Common Stock 246,000 D Option (Right to Buy)( 6 )( 7 )( 8 ) $ 11.21 ( 6 )( 7 )( 8 ) 04/28/2031 Common Stock 3,440 D Option (Right to Buy)( 9 ) $ 4.72 ( 9 ) 01/03/2032 Common Stock 63,292 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Crespo Jessica C/O OCUGEN, INC. 263 GREAT VALLEY PARKWAY MALVERN, PA19355 CAO/SVP, Finance Signatures /s/ Jessica Crespo 03/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 17,500 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Ocugen Inc.'s (the "Company's") common stock. The restricted stock units vest annually in equal installments over three years commencing on January 3, 2023, subject to continued employment with the Company on the applicable vesting dates. The restricted stock units will be settled on each applicable vesting date in shares of the Company's common stock. ( 2 )The option vests annually in equal installments over three years commencing on October 23, 2020, subject to continued service with the Company on the applicable vesting dates. The Reporting Person previously exercised and sold 2,500 of the shares underlying the original option grant. ( 3 )The option vests annually in equal installments over three years commencing on December 20, 2020, subject to continued service with the Company on the applicable vesting dates. ( 4 )The option vests annually in equal installments over three years commencing on May 5, 2021, subject to continued service with the Company on the applicable vesting dates. ( 5 )The option vests annually in equal installments over three years commencing on January 1, 2022, subject to continued service with the Company on the applicable vesting dates. ( 6 )On April 28, 2021, the Reporting Person was granted a performance-based option to purchase 8,600 shares of the Company's common stock based on the Company's satisfaction of five performance criteria prior to the end of the Company's 2021 and 2022 fiscal years, as applicable (the "Performance-Based Option"). With respect to each performance criteria, 10% of the Performance-Based Option vests on the date of the Compensation Committee's determination that the applicable criteria has been achieved (each, a "Determination Date") and an additional 10% vests upon the first anniversary of the applicable Determination Date, subject to the grantee's continued service with the Company on such date. ( 7 )On November 16, 2021, the Compensation Committee determined that one of the performance criteria had been achieved, resulting in the Performance-Based Option vesting in part as to 1,720 shares. 860 shares of the Performance-Based Option are immediately vested and exercisable, with the remaining 860 shares vesting on November 16, 2022, subject to the Reporting Person's continued service with the Company. ( 8 )On December 16, 2021, the Compensation Committee determined that the second performance criteria had been achieved, resulting in the Performance-Based Option vesting in part as to 1,720 shares. 860 shares of the Performance-Based Option are immediately vested and exercisable, with the remaining 860 shares vesting on December 16, 2022, subject to the Reporting Person's continued service with the Company. ( 9 )The option vests annually in equal installments over three years commencing on January 3, 2023, subject to continued service with the Company on the applicable vesting dates.

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