Statement of Changes in Beneficial Ownership (4)
November 18 2021 - 04:02PM
Edgar (US Regulatory)
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 OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
*
Subramanian Sanjay |
2. Issuer Name and Ticker or Trading Symbol
Ocugen, Inc.
[
OCGN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O OCUGEN, INC., 263 GREAT VALLEY PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/16/2021 |
(Street)
MALVERN, PA 19355
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 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) | $5.64 (1) | 11/16/2021 | | A | | 35560 (2) | | (2) | 4/19/2031 | Common Stock | 35560 | $0 | 35560 | D | |
Explanation of Responses: |
(1) | Represents the closing price of Ocugen, Inc.'s (the "Company") common stock on the date of grant. See footnote 2 below. |
(2) | On April 19, 2021, the Reporting Person was granted a performance-based option to purchase 177,800 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 grantee's continued service with the Company on such date. 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 35,560 shares. 17,780 shares of the Performance-Based Option are immediately vested and exercisable, with the remaining 17,780 shares vesting on November 16, 2022, subject to the Reporting Person's continued service with the Company. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Subramanian Sanjay C/O OCUGEN, INC. 263 GREAT VALLEY PARKWAY MALVERN, PA 19355 |
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| Chief Financial Officer |
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Signatures
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/s/ Sanjay Subramanian | | 11/18/2021 |
**Signature of Reporting Person | Date |
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