FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Arumugham Rasappa
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/27/2019 

3. Issuer Name and Ticker or Trading Symbol

Ocugen, Inc. [OCGN]
(Last)        (First)        (Middle)

C/O OCUGEN, INC., 5 GREAT VALLEY PARKWAY, SUITE 160
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
Chief Scientific Officer /
(Street)

MALVERN,, PA 19355      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

6. Individual or Joint/Group Filing(Check Applicable Line)

_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (right to buy) 9/27/2019 3/22/2027 Common Stock 23011 (1)$6.30 D 
 
Stock Options (right to buy) 9/27/2019 12/15/2027 Common Stock 9588 (2)$7.56 D 
 
Stock Options (right to buy) 9/27/2019 8/13/2028 Common Stock 2397 (3)$12.18 D 
 
Stock Options (right to buy) 12/7/2019 12/7/2028 Common Stock 9588 (4)$13.52 D 
 

Explanation of Responses:
(1) 15,341 Stock Options became exercisable immediately, and the remaining 7,670 Stock Options will become exercisable on March 21, 2020, subject to continued employment with Ocugen, Inc. (the "Company").
(2) 3,196 Stock Options became exercisable immediately, and the remaining 6,392 Stock Options will become exercisable 50% each on December 15, 2019 and December 14, 2020, subject to continued employment with the Company through the applicable vesting date.
(3) 799 Stock Options became exercisable immediately, and the remaining 1,598 Stock Options will become exercisable 50% each on July 23, 2020 and July 22, 2021, subject to continued employment with the Company through the applicable vesting date.
(4) The Stock Options will become exercisable 1/3 each on December 7, 2019, December 7, 2020 and December 6, 2021, subject to continued employment with the Company through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Arumugham Rasappa
C/O OCUGEN, INC.
5 GREAT VALLEY PARKWAY, SUITE 160
MALVERN,, PA 19355


Chief Scientific Officer

Signatures
/s/ Rasappa Arumugham by Kelly Beck, his attorney-in-fact12/16/2019
**Signature of Reporting PersonDate

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