Pravin Dugel - 11 Jun 2025 Form 4 Insider Report for OCULAR THERAPEUTIX, INC (OCUL)

Role: Executive Chairman, President and CEO. Exhibit 24 - Power of Attorney, Director
Signature: /s/ Todd Anderman, Attorney-in-Fact for Pravin Dugel
Issuer symbol: OCUL
Transactions as of: 11 Jun 2025
Net transactions value: $0
Form type: 4
Filing time: 13 Jun 2025, 16:26:49 UTC
Previous filing: 27 May 2025
Next filing: 27 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Dugel Pravin	Executive Chairman, President and CEO. Exhibit 24 - Power of Attorney, Director	C/O OCULAR THERAPEUTIX, INC., 15 CROSBY DRIVE, BEDFORD	/s/ Todd Anderman, Attorney-in-Fact for Pravin Dugel	13 Jun 2025	0001700917

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	OCUL	Performance Stock Option (Right to Buy)	Award	$0	+2,750,000		$0.000000	2,750,000	11 Jun 2025	Common Stock	2,750,000	$7.44	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	The performance stock option grant was approved by the Board of Directors of Ocular Therapeutix, Inc. (the "Corporation") on February 11, 2025 (the "Grant Date"), the commencement of vesting of which was contingent upon shareholder approval of an amendment to the Corporation's 2021 Stock Incentive Plan, as amended. Shareholder approval of such amendment was received on June 11, 2025.
F2	Pursuant to a performance stock option agreement (the "Option Agreement"), the shares underlying the performance stock option can be earned during the five-year period beginning on the Grant Date in four equal tranches based on the achievement of share price hurdles if the Corporation's consecutive 60-day closing share price average meets or exceeds $15.00, $20.00, $25.00, and $30.00 per share (each, a "Share Price Hurdle"). Shares underlying the performance stock option that are earned shall vest on the later of (i) the achievement of the applicable Share Price Hurdle or (ii) the three-year anniversary of the Grant Date, in each case subject to the reporting person's continued service to the Corporation. The performance stock option is subject to earlier vesting upon certain qualifying termination events pursuant to the Option Agreement.

Content

The performance stock option grant was approved by the Board of Directors of Ocular Therapeutix, Inc. (the "Corporation") on February 11, 2025 (the "Grant Date"), the commencement of vesting of which was contingent upon shareholder approval of an amendment to the Corporation's 2021 Stock Incentive Plan, as amended. Shareholder approval of such amendment was received on June 11, 2025.

Pursuant to a performance stock option agreement (the "Option Agreement"), the shares underlying the performance stock option can be earned during the five-year period beginning on the Grant Date in four equal tranches based on the achievement of share price hurdles if the Corporation's consecutive 60-day closing share price average meets or exceeds $15.00, $20.00, $25.00, and $30.00 per share (each, a "Share Price Hurdle"). Shares underlying the performance stock option that are earned shall vest on the later of (i) the achievement of the applicable Share Price Hurdle or (ii) the three-year anniversary of the Grant Date, in each case subject to the reporting person's continued service to the Corporation. The performance stock option is subject to earlier vesting upon certain qualifying termination events pursuant to the Option Agreement.

Remarks:

Executive Chairman, President and CEO. Exhibit 24 - Power of Attorney