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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1. Name and Address of Reporting Person^*

Ozden Rabia Gurses

(Last)

(First)

(Middle)

C/O OCULAR THERAPEUTIX, INC.,

24 CROSBY DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/01/2022

3. Issuer Name and Ticker or Trading Symbol
OCULAR THERAPEUTIX, INC [ OCUL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Medical Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	45,556⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽²⁾	01/31/2031	Common Stock	100,000	$18.7	D
Stock Option (right to buy)	⁽³⁾	01/31/2031	Common Stock	20,000	$18.7	D
Stock Option (right to buy)	⁽⁴⁾	02/02/2032	Common Stock	136,667	$5.27	D

Explanation of Responses:

1. On February 3, 2022, the reporting person was granted restricted stock units ("RSUs") under the 2021 Stock Incentive Plan, as amended, of Ocular Therapeutix, Inc. (the "Company"). Each RSU represents a right to receive one share of the Company's common stock. Subject to the reporting person's continued service to the Company, the RSUs will vest over three years, with 1/3 of the shares underlying the RSUs vesting on February 3, 2023, and an additional 1/3 of the shares underlying the RSUs vesting at the end of each successive one-year period thereafter.

2. On February 1, 2021, the reporting person was granted an option to purchase 100,000 shares of the Company's common stock, vesting over four years, with 1/4 of the shares underlying the option vesting on February 1, 2022, and 1/48 of the shares underlying the option vesting monthly thereafter.

3. On February 1, 2021, the reporting person was granted an option to purchase 50,000 shares of the Company's common stock. The option vests in four installments based on the Company's satisfaction of certain performance criteria. The performance criteria for the first two installments were met on or prior to December 31, 2021, resulting in the vesting of the option as to 20,000 shares.

4. On February 3, 2022, the reporting person was granted an option to purchase to 136,667 shares of the Company's common stock, vesting over four years, with 1/48 of the shares underlying the option vesting monthly beginning on the one-month anniversary of the date of grant.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Donald Notman, Attorney-in-Fact for Rabia Gurses Ozden	07/11/2022
	** 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.