SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O OCUGEN, INC. |
| 5 GREAT VALLEY PARKWAY, SUITE 160 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
09/27/2019
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3. Issuer Name and Ticker or Trading Symbol
Ocugen, Inc.
[ OCGN ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
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10% Owner |
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Officer (give title below) |
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Other (specify below) |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
123,429 |
I |
By Scotland Parkway LLC
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Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Warrants (Right to Buy) |
09/27/2019 |
11/23/2026 |
Common Stock |
1,984
|
6.3 |
I |
Held by Scotland Parkway LLC
|
| Warrants (Right to Buy) |
09/27/2019 |
12/15/2026 |
Common Stock |
95,880
|
6.3 |
I |
Held by Scotland Parkway LLC
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| Explanation of Responses: |
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| Remarks: |
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/s/ Manish Potti by Kelly Beck, his attorney-in-fact |
12/20/2019 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
5
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
OCUGEN, INC.
POWER OF ATTORNEY
Know all by these present, that I, the undersigned director and/or officer of Ocugen, Inc., a
Delaware corporation (the "Company"), hereby constitutes and appoints Shankar Musunuri, Sanjay
Subramanian, Kelly Beck and any Secretary or Assistant Secretary of the Company, and each of them, my
true and lawful attorneys-in-fact and agents, with full power to act, together or each without the other, with
full power of substitution and resubstitution, for me and in my name, place and stead, in any and all
capacities:
(i) to execute and file for and on behalf of the undersigned any reports on Forms 3, 4 and 5
(including any amendments thereto and any successors to such Forms) with respect to
ownership acquisition or disposition of securities of the Company that the undersigned may
be required to file with the U.S. Securities and Exchange Commission (the "SEC") in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules promulgated thereunder;
(ii) to execute and file for and on behalf of the undersigned any voluntary filings under Section
16(a) of the Exchange Act;
(iii) to request electronic filing codes from the SEC by filing the Form ID (including
amendments thereto) and any other documents necessary or appropriate to obtain codes and
passwords enabling the undersigned to file such reports electronically;
(iv) to prepare, file, and submit any documents or reports that may be required under SEC Rule
144 to permit the undersigned to sell Company common stock without registration under
the Securities Act of 1933, as amended (the "Securities Act") in reliance on Rule 144 as
amended from time to time; or
(v) take any other action of any type whatsoever in connection with the foregoing which, in the
opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the documents executed by such
attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such attorneys-in-fact may
approve in such attorney-in-fact's or attorneys-in-fact's discretion.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity
at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's
responsibilities to comply with Section 16(a) of the Exchange Act or the Securities Act. The Company will
use all reasonable efforts to apprise the undersigned of applicable filing requirements for purposes of
Section 16(a) of the Exchange Act or the Securities Act.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned's holdings and transactions in securities
issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact. This Power of Attorney revokes and replaces any prior Power of Attorney
executed by the undersigned with respect to the ownership, acquisition or disposition of securities of the
Company.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of
this 12th day of December, 2019.
/s/ Manish Potti
Name: Manish Potti
