SEC Form 4 · accession 0000899243-18-026059

Ocugen, Inc. · OCGN

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

Reporting owner

Stephen Richard Kennedy

Officer — Chief Operating Officer

Period of report

Oct 1, 2018

Accepted (ET)

Oct 3, 2018 · 5:01 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	$7.13	Oct 1, 2018	D	27,767	D	—	Dec 10, 2023	Common Stock	27,767	0	D
Employee Stock Option (Right to Buy)^F2	$0.568	Oct 1, 2018	A	27,767	A	—	Dec 10, 2023	Common Stock	27,767	27,767	D
Employee Stock Option (Right to Buy)^F3	$9.96	Oct 1, 2018	D	49,100	D	—	Feb 25, 2025	Common Stock	49,100	0	D
Employee Stock Option (Right to Buy)^F3	$0.568	Oct 1, 2018	A	49,100	A	—	Feb 25, 2025	Common Stock	49,100	49,100	D
Employee Stock Option (Right to Buy)^F4	$6.11	Oct 1, 2018	D	50,000	D	—	Jul 28, 2015	Common Stock	50,000	0	D
Employee Stock Option (Right to Buy)^F4	$0.568	Oct 1, 2018	A	50,000	A	—	Jul 28, 2015	Common Stock	50,000	50,000	D
Employee Stock Option (Right to Buy)^F5	$2.56	Oct 1, 2018	D	25,000	D	—	Feb 25, 2026	Common Stock	25,000	0	D
Employee Stock Option (Right to Buy)^F5	$0.568	Oct 1, 2018	A	25,000	A	—	Feb 25, 2026	Common Stock	25,000	25,000	D
Employee Stock Option (Right to Buy)^F6	$1.72	Oct 1, 2018	D	75,000	D	—	Feb 13, 2027	Common Stock	75,000	0	D
Employee Stock Option (Right to Buy)^F6	$0.568	Oct 1, 2018	A	75,000	A	—	Feb 13, 2027	Common Stock	75,000	75,000	D
Employee Stock Option (Right to Buy)^F7	$2.12	Oct 1, 2018	D	50,000	D	—	Oct 9, 2027	Common Stock	50,000	0	D
Employee Stock Option (Right to Buy)^F7	$0.568	Oct 1, 2018	A	50,000	A	—	Oct 9, 2027	Common Stock	50,000	50,000	D
Employee Stock Option (Right to Buy)^F8	$2.63	Oct 1, 2018	D	115,000	D	—	Feb 15, 2028	Common Stock	115,000	0	D
Employee Stock Option (Right to Buy)^F8	$0.568	Oct 1, 2018	A	115,000	A	—	Feb 15, 2028	Common Stock	115,000	115,000	D
Employee Stock Option (Right to Buy)^F10	$9.96	Oct 1, 2018	D	30,000	D	—	Feb 25, 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.
F10The Cancelled Option was originally granted to the Reporting Person on February 26, 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.
F2The stock option was originally granted to the Reporting Person on December 11, 2013 and is vested with respect to all of the shares underlying the option.
F3The stock option was originally granted to the Reporting Person on February 26, 2015. This option vests over four (4) years of service following February 26, 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.
F4The stock option was originally granted to the Reporting Person on July 29, 2015. This option vests over four (4) years of service to the Issuer following July 29, 2015, 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 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.
F6The 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.
F7The stock option was originally granted to the Reporting Person on October 10, 2017, This option vests over four (4) years of service to the Issuer following October 10, 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.
F8The 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.
F9This 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").