Sanjay Subramanian - Nov 16, 2021 Form 4 Insider Report for Ocugen, Inc. (OCGN)

Role: Chief Financial Officer
Signature: /s/ Sanjay Subramanian
Stock symbol: OCGN
Transactions as of: Nov 16, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/18/2021, 03:01 PM
Previous filing: Oct 27, 2021
Next filing: Dec 17, 2021

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	+35.6K		$0.00	35.6K	Nov 16, 2021	Common Stock	35.6K	$5.64	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Represents the closing price of Ocugen, Inc.'s (the "Company") common stock on the date of grant. See footnote 2 below.
F2	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.

Content

Represents the closing price of Ocugen, Inc.'s (the "Company") common stock on the date of grant. See footnote 2 below.

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.