SEC Form 4 · accession 0000899243-16-030576
Ocugen, Inc. · OCGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wilmslow Estates Ltd
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 Stock | Sep 29, 2016 | A | 247,665 | $2.25 | A | 2,075,331 | D |
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 StockF1 | — | Sep 29, 2016 | A | 2,243 | D | — | — | Common Stock | 996,779 | 0 | D |
| Common Stock Warrant (Right to Buy)F2 | $2.25 | Sep 29, 2016 | A | 1,244,444 | D | — | — | Common Stock | 1,244,444 | 0 | D |
Explanation of responses
- F1The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into an aggregate of 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.
- F2The 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.