Shankar Musunuri - Dec 16, 2021 Form 4 Insider Report for Ocugen, Inc. (OCGN)

Role: Chief Executive Officer, Director
Signature: /s/ Shankar Musunuri by Sanjay Subramanian, his attorney-in-fact
Stock symbol: OCGN
Transactions as of: Dec 16, 2021
Transactions value $: -$600,300
Form type: 4
Date filed: 12/17/2021, 08:23 PM
Previous filing: Nov 18, 2021
Next filing: Jan 5, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OCGN	Common Stock	Sale	-$600K	-115K	-9.12%	$5.22	1.15M	Dec 16, 2021	By: KVM Holdings, LLC	F1, F2, F3
holding	OCGN	Common Stock						406K	Dec 16, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	OCGN	Option (Right to Buy)	Award	$0	+197K	+100%	$0.00	394K	Dec 16, 2021	Common Stock	197K	$5.64	Direct	F4, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person.
F2	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.03 to $5.39. The Reporting Person undertakes to provide Ocugen, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
F3	The Reporting Person is a member and officer of KVM Holdings, LLC and has voting and investment power over the shares held by KVM Holdings, LLC.
F4	Represents the closing price of the Company's common stock on the date of grant. See footnote 5 & 6 below.
F5	On April 19, 2021, the Reporting Person was granted a performance-based option to purchase 985,000 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.
F6	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 197,000 shares. 98,500 shares of the Performance-Based Option are immediately vested and exercisable, with the remaining 98,500 shares vesting on December 16, 2022, subject to the Reporting Person's continued service with the Company.