SEC Form 4 · accession 0000899243-18-026057
Ocugen, Inc. · OCGN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jonathan I Lieber
Officer — Chief Financial Officer
Period of report
Oct 1, 2018
Accepted (ET)
Oct 3, 2018 · 5:00 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001372299
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F2 | $6.37 | Oct 1, 2018 | D | 110,000 | D | — | Jul 1, 2025 | Common Stock | 110,000 | 0 | D |
| Employee Stock Option (Right to Buy)F2 | $0.568 | Oct 1, 2018 | A | 110,000 | A | — | Jul 1, 2015 | Common Stock | 110,000 | 110,000 | D |
| Employee Stock Option (Right to Buy)F3 | $2.56 | Oct 1, 2018 | D | 28,000 | D | — | Feb 25, 2026 | Common Stock | 28,000 | 0 | D |
| Employee Stock Option (Right to Buy)F3 | $0.568 | Oct 1, 2018 | A | 28,000 | A | — | Feb 25, 2026 | Common Stock | 28,000 | 28,000 | D |
| Employee Stock Option (Right to Buy)F4 | $1.72 | Oct 1, 2018 | D | 50,000 | D | — | Feb 13, 2027 | Common Stock | 50,000 | 0 | D |
| Employee Stock Option (Right to Buy)F4 | $0.568 | Oct 1, 2018 | A | 50,000 | A | — | Feb 13, 2027 | Common Stock | 50,000 | 50,000 | D |
| Employee Stock Option (Right to Buy)F5 | $2.63 | Oct 1, 2018 | D | 130,000 | D | — | Feb 15, 2028 | Common Stock | 130,000 | 0 | D |
| Employee Stock Option (Right to Buy)F5 | $0.568 | Oct 1, 2018 | A | 130,000 | A | — | Feb 15, 2028 | Common Stock | 130,000 | 130,000 | D |
| Employee Stock Option (Right to Buy)F7 | $6.37 | Oct 1, 2018 | D | 30,000 | D | — | Jul 1, 2025 | Common Stock | 30,000 | 0 | D |
Explanation of responses
- F1The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") that became effective on October 1, 2018. Pursuant to the Option Repricing, the exercise price of each "Relevant Option" (any stock option awarded by the Issuer under it 2012 Equity Incentive Plan or 2013 Equity Incentive Plan with an exercise price greater than $ 0.75628 per share held by current service providers other than the non-employee members of the Issuer's board of directors) has been amended to reduce such exercise price to $0.568, which was the closing price of a share of the Issuer's common stock reported on The Nasdaq Capital Market on October 1, 2018. There have been no other changes to the terms of the Relevant Options.
- F2The stock option was originally granted to the Reporting Person on July 2, 2015. This option vests over four (4) years of service following July 2, 2015, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service and in thirty-six (36) equal monthly installments thereafter.
- F3The stock option was originally granted to the Reporting Person on February 26, 2016. This option vests over four (4) years of service to the Issuer following February 26, 2016, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter.
- F4The stock option was originally granted to the Reporting Person on February 14, 2017, This option vests over four (4) years of service to the Issuer following February 14, 2017, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter.
- F5The stock option was originally granted to the Reporting Person on February 16, 2018. This option vests over four (4) years of service to the Issuer following February 16, 2018, with twenty-five percent (25%) vesting upon completion of one (1) year of continuous service to the Issuer following such date and the balance vesting in thirty-six (36) equal monthly installments thereafter.
- F6This transaction reflects the cancellation for no consideration of certain outstanding stock options to purchase common stock of the Issuer that were previously granted to the Reporting Person (the "Cancelled Options").
- F7The Cancelled Option was originally granted to the Reporting Person on July 2, 2015 and was to vest in full if the Issuer's Common Stock price reached $19.92 per shares or above for any consecutive sixty (60) day period within four (4) years of the date of grant.