Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 * Beck Kelly	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) Vice President /
(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 Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	9/27/2019	7/10/2027	Common stock	14382 (1)	$7.56	D
Stock Options (right to buy)	9/27/2019	12/15/2027	Common Stock	11985 (2)	$7.56	D
Stock Options (right to buy)	12/7/2019	12/7/2028	Common Stock	9588 (3)	$13.52	D

Explanation of Responses:
(1)	9,588 Stock Options became exercisable immediately, and the remaining 4,794 Warrants will become exercisable on July 9, 2020, subject to continued employment with Ocugen, Inc. (the "Company").
(2)	3,995 Stock Options became exercisable immediately, and the remaining 7,990 Warrants 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)	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
	Director	10% Owner	Officer	Other
Beck Kelly C/O OCUGEN, INC. 5 GREAT VALLEY PARKWAY, SUITE 160 MALVERN,, PA 19355			Vice President

Signatures
/s/ Kelly Beck		12/16/2019
**Signature of Reporting Person		Date