SEC Form 4 · accession 0000899243-16-030575
Ocugen, Inc. · OCGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Lewis
Director · 10% Owner
Period of report
Sep 29, 2016
Accepted (ET)
Oct 3, 2016 · 5:15 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372299
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 29, 2016 | A | 247,665 | $2.25 | A | 2,075,331 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Convertible Preferred StockF2,F1 | — | Sep 29, 2016 | A | 2,243 | D | — | — | Common Stock | 996,779 | 0 | I |
| Common Stock Warrant (Right to Buy)F1,F3 | $2.25 | Sep 29, 2016 | A | 1,244,444 | D | — | — | Common Stock | 1,244,444 | 0 | I |
Explanation of responses
- F1The reportable securities are owned by Wilmslow Estates Limited. The Reporting Person has no beneficial interest in the trust which ultimately owns the economic interest in Wilmslow Estates Limited, but other members of the Reporting Person's family are discretionary beneficiaries in such trust. To the extent the Reporting Person may be deemed to hold an indirect beneficial interest under applicable United States securities laws, the Reporting Person disclaims such beneficial interest. The Reporting Person disclaims beneficial ownership of these shares and this statement shall not be deemed an admission that the Reporting Person is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into 996,779 shares of the Issuer's Common Stock, subject to certain conditions including the receipt of requisite stockholder approval pursuant to the Certificate of Designation governing the rights, preferences and privileges of the Series A Convertible Preferred Stock. The initial conversion price of $2.25 is subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification or other recapitalization affecting the Issuer's Common Stock.
- F3The Common Stock Warrant is exercisable at any time on or after the date (the "Initial Exercise Date") that the Issuer's stockholders approve the transactions contemplated by that certain securities purchase agreement dated September 15, 2016 pursuant to which the warrant was issued through the close of business on the five year anniversary of the Initial Exercise Date.