Antony C. Mattessich - 03 Feb 2024 Form 4 Insider Report for OCULAR THERAPEUTIX, INC (OCUL)

Footnote F1

On February 3, 2024, the reporting person was granted restricted stock units ("RSUs") under the 2021 Stock Incentive Plan, as amended, of Ocular Therapeutix, Inc. (the "Corporation"). Each RSU represents a right to receive one share of the Corporation's common stock. Subject to the reporting person's continued service to the Corporation, the RSUs will vest over three years, with 1/3 of the shares underlying the RSUs vesting on the one-year anniversary of the date of grant and an additional 1/3 of the shares underlying the RSUs vesting at the end of each successive one-year period thereafter.

Footnote F2

Represents shares of common stock of the Corporation sold, pursuant to a durable automatic sales instruction letter effecting the sell-to-cover election of the reporting person to satisfy tax withholding obligations, in connection with the vesting of restricted stock units on February 3, 2024. The sales do not represent a discretionary trade by the reporting person.

Footnote F3

The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.72 to $4.94, inclusive. The reporting person undertakes to provide to the Corporation, 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 footnote (3) to this Form 4.

Footnote F4

Vests over four years, vesting 1/48 monthly beginning on the one-month anniversary of the date of grant.