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 * Potti Manish	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) __X__ Director                          _____ 10% Owner _____ Officer (give title below)        _____ Other (specify below)
(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)
Common Stock	123429	I	By Scotland Parkway LLC (1)

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
Warrants (Right to Buy)	9/27/2019	11/23/2026	Common Stock	1984 (2)	$6.30	I	Held by Scotland Parkway LLC (1)
Warrants (Right to Buy)	9/27/2019	12/15/2026	Common Stock	95880 (2)	$6.30	I	Held by Scotland Parkway LLC (1)

Explanation of Responses:
(1)	The Reporting Person is a managing member of Scotland Parkway LLC and has voting and investment power over securities held by Scotland Parkway LLC.
(2)	100% of the Warrants became exercisable immediately.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Potti Manish C/O OCUGEN, INC. 5 GREAT VALLEY PARKWAY, SUITE 160 MALVERN,, PA 19355	X

Signatures
/s/ Manish Potti by Kelly Beck, his attorney-in-fact		12/20/2019
**Signature of Reporting Person		Date