Sec Form 3 Filing - Upadhyay Arun @ Ocugen, Inc. - 2023-01-01

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 Upadhyay Arun 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) Chief Scientific Officer (Last) (First) (Middle) C/O OCUGEN, INC., 11 GREAT VALLEY PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (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 84,159( 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 ) $ 6.3 ( 2 ) 02/07/2027 Common Stock 1,918 D Option (Right to Buy)( 3 ) $ 7.56 ( 3 ) 12/15/2027 Common Stock 1,103 D Option (Right to Buy)( 4 ) $ 12.18 ( 4 ) 08/31/2028 Common Stock 2,397 D Option (Right to Buy)( 5 ) $ 13.52 ( 5 ) 12/19/2028 Common Stock 4,315 D Option (Right to Buy)( 6 ) $ 12.41 ( 6 ) 04/08/2029 Common Stock 479 D Option (Right to Buy)( 7 ) $ 0.405 ( 7 ) 12/20/2029 Common Stock 10,000 D Option (Right to Buy)( 8 ) $ 0.34 ( 8 ) 05/05/2030 Common Stock 10,000 D Option (Right to Buy)( 9 ) $ 1.83 ( 9 ) 01/01/2031 Common Stock 246,000 D Option (Right to Buy)( 10 )( 11 )( 12 ) $ 5.64 ( 10 )( 11 )( 12 ) 04/19/2031 Common Stock 31,120 D Option (Right to Buy)( 13 ) $ 4.72 ( 13 ) 01/03/2032 Common Stock 234,993 D Option (Right to Buy)( 14 ) $ 1.95 ( 14 ) 06/16/2032 Common Stock 30,000 D Option (Right to Buy)( 15 ) $ 2.17 ( 15 ) 09/16/2032 Common Stock 33,818 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Upadhyay Arun C/O OCUGEN, INC. 11 GREAT VALLEY PARKWAY MALVERN, PA19355 Chief Scientific Officer Signatures /s/ Arun Upadhyay by Jessica Crespo, his attorney-in-fact 01/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 84,159 restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of common stock of Ocugen, Inc. (the "Company"). (i) 64,976 of the RSUs vest annually in equal installments over three years commencing on January 3, 2023, (ii) 10,000 of the RSUs vest annually in equal installments over three years commencing on June 16, 2023, and (iii) 9,183 of the RSUs vest annually in equal installments over three years commencing on September 16, 2023, in each case subject to continued service with the Company on the applicable vesting dates. The RSUs will be settled on each applicable vesting date in shares of the Company's common stock. ( 2 )The option vested annually in equal installments over three years commencing on February 7, 2018. ( 3 )The option vested annually in equal installments over three years commencing on December 15, 2018. ( 4 )The option vested annually in equal installments over three years commencing on August 31, 2019. ( 5 )The option vested annually in equal installments over three years commencing on December 19, 2019. ( 6 )The option vested annually in equal installments over three years commencing on April 8, 2020. ( 7 )The option vested annually in equal installments over three years commencing on December 20, 2020. The Reporting Person previously exercised 20,000 of the shares underlying the original option grant. ( 8 )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. The Reporting Person previously exercised 20,000 of the shares underlying the original option grant. ( 9 )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. ( 10 )On April 19, 2021, the Reporting Person was granted a performance-based option to purchase 77,800 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 Reporting Person's continued employment with the Company on such date. ( 11 )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 15,560 shares. 7,780 shares of the Performance-Based Option were immediately vested and exercisable, with the remaining 7,780 shares vested on November 16, 2022. ( 12 )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 15,560 shares. 7,780 shares of the Performance-Based Option were immediately vested and exercisable, with the remaining 7,780 shares vested on December 16, 2022. ( 13 )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. ( 14 )The option vests annually in equal installments over three years commencing on June 16, 2023, subject to continued service with the Company on the applicable vesting dates. ( 15 )The option vests annually in equal installments over three years commencing on September 16, 2023, subject to continued service with the Company on the applicable vesting dates.

Remarks: Exhibit List: Exhibit 24.1 - Power of Attorney

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