SEC Form 4 · accession 0000899243-16-030577

Ocugen, Inc. · OCGN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Kevin Rakin

Director

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^F1	Sep 29, 2016	A	6,634	$2.25	A	57,053	I	See Footnote
Common Stock^F2	Sep 29, 2016	A	6,634	$2.25	A	63,687	I	See Footnote
Common Stock^F3	Sep 29, 2016	A	22,113	$2.25	A	85,800	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 Stock^F4,F1	—	Sep 29, 2016	A	60	D	—	—	Common Stock	26,699	60	I
Series A Convertible Preferred Stock^F4,F2	—	Sep 29, 2016	A	60	D	—	—	Common Stock	26,699	120	I
Series A Convertible Preferred Stock^F4,F3	—	Sep 29, 2016	A	200	D	—	—	Common Stock	88,998	320	I
Common Stock Warrant (Right to Buy)^F1,F5	$2.25	Sep 29, 2016	A	33,333	D	—	—	Common Stock	33,333	33,333	I
Common Stock Warrant (Right to Buy)^F2,F5	$2.25	Sep 29, 2016	A	33,333	D	—	—	Common Stock	33,333	66,666	I
Common Stock Warrant (Right to Buy)^F3,F5	$2.25	Sep 29, 2016	A	111,111	D	—	—	Common Stock	111,111	177,777	I

Explanation of responses

F1The reportable securities are owned by the Alison N Hoffman and Kevin L Rakin Irrevocable Trust For Sarah Hoffman Rakin. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of his pecuniary interest therein.
F2The reportable securities are owned by the Alison N Hoffman and Kevin L Rakin Irrevocable Trust For Julia Hoffman Rakin. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose, except to the extent of his pecuniary interest therein.
F3The reportable securities are owned by the Kevin L Rakin Irrevocable Trust. The Reporting Person disclaims beneficial ownership of these shares and this report shall not be deemed an admission that he is the beneficial owner of such shares for purposes of Section 16 of the Exchange Act or for any other purpose, except to the extent of his pecuniary interest therein.
F4The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and will be convertible into 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
F5The Common Stock Warrants are exercisable at any time on or after the date (the "Initial Exercise Date") that the Company's stockholders approve the transactions contemplated by that certain securities purchase agreement dated September 15, 2016 pursuant to which the warrants were issued through the close of business on the five year anniversary of the Initial Exercise Date.