FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Musunuri Shankar
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/27/2019 

3. Issuer Name and Ticker or Trading Symbol

Ocugen, Inc. [OCGN]
(Last)        (First)        (Middle)

C/O OCUGEN, INC., 5 GREAT VALLEY PARKWAY, SUITE 160
4. 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 /
(Street)

MALVERN,, PA 19355      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 1375299 I By KVM Holdings, LLC (1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrants (Right to Buy) 9/27/2019 9/14/2027 Common Stock 7191 (2)$7.56 D 
 
Warrants (Right to Buy) 9/27/2019 12/8/2026 Common Stock 405 (2)$5.05 I By KVM Holdings, LLC (1)
Stock Option (right to buy) 9/27/2019 8/26/2025 Common Stock 86292 (3)$1.88 D 
 

Explanation of Responses:
(1) The Reporting Person is a member and officer of KVM Holdings, LLC and has voting and investment power power over the shares held by KVM Holdings, LLC.
(2) 100% of the Warrants became exercisable immediately.
(3) 100% of the Stock Options became exercisable immediately.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Musunuri Shankar
C/O OCUGEN, INC.
5 GREAT VALLEY PARKWAY, SUITE 160
MALVERN,, PA 19355
X
Chief Executive Officer

Signatures
/s/ Shankar Musunuri by Kelly Beck, his attorney-in-fact12/13/2019
**Signature of Reporting PersonDate

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