[Form 3] Ocular Therapeutix, Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Ocular Therapeutix (OCUL) filed a Form 3 disclosing the initial beneficial ownership of its newly appointed Chief Business Officer, Namrata Saroj. The filing reports direct ownership of 200,000 unvested restricted stock units (RSUs) that will vest in three equal annual installments beginning on the first anniversary of her start date.

Derivative holdings include 466,000 stock options spread across three grants: 50,000 options already fully vested at an exercise price of $9.95 expiring 02/27/2034; 100,000 options granted 02/28/2024 at $9.95 vesting 1/48 monthly after an initial one-year cliff; and 316,000 options granted 11/04/2024 at $10.27 with similar four-year vesting. All holdings are reported as direct ownership.

The filing is routine, conveys no operational or financial performance data, and does not imply the insider owns more than 10 % of outstanding shares.

Positive

• Alignment of interests: Granting 200,000 RSUs and 466,000 options ties the new Chief Business Officer’s compensation to OCUL’s long-term share performance.

Negative

• Potential dilution: If all RSUs vest and options are exercised, an additional 666,000 shares could be added to OCUL’s share count over time.

Insights

Corporate Governance Analyst

TL;DR: Routine Form 3; new CBO owns 200k RSUs and 466k options—minimal immediate impact, positive alignment signal.

This initial insider filing establishes Namrata Saroj as a Section 16 officer with direct exposure to 666,000 share-equivalent instruments. While the absolute stake is modest relative to OCUL’s float, the mix of time-based RSUs and long-dated, out-of-the-money options aligns her incentives with long-term shareholder value. No change to capital structure occurs today; dilution only materializes upon future vesting or exercise. Investors should view the disclosure as neutral from a valuation standpoint but note the governance signal of equity-based compensation.

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

OMB APPROVAL

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1. Name and Address of Reporting Person^*

Saroj Namrata

(Last) (First) (Middle)

C/O OCULAR THERAPEUTIX, INC.

15 CROSBY DRIVE

(Street)

BEDFORD MA 01730

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/11/2025

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 Business 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	200,000(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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(2)	02/27/2034	Common Stock	50,000	$9.95	D
Stock Option (Right to Buy)	(3)	02/27/2034	Common Stock	100,000	$9.95	D
Stock Option (Right to Buy)	(4)	11/03/2034	Common Stock	316,000	$10.27	D

Explanation of Responses:

1. Includes 200,000 restricted stock units ("RSUs") remaining unvested pursuant to an award of 200,000 RSUs granted under the 2021 Stock Incentive Plan, as amended, of Ocular Therapeutix, Inc. (the "Corporation") on November 4, 2024. Each RSU represents a right to receive one share of the Corporation's common stock. Subject to the reporting person's continued service to the Corporation, the RSUs will vest over three years, with 1/3 of the shares underlying the RSUs vesting on the one-year anniversary of the reporting person's first date of employment and an additional 1/3 of the shares underlying the RSUs vesting at the end of each successive one-year period thereafter.

2. This option is fully vested and exercisable.

3. This option was granted on February 28, 2024 and vests over four years, with 1/4 of the shares underlying the option having vested on February 28, 2025 and 1/48 of the shares vesting monthly thereafter.

4. This option was granted on November 4, 2024 and vests over four years, with 1/4 of the shares underlying the option vesting on the one-year anniversary of the reporting person's first date of employment and 1/48 of the shares vesting monthly thereafter.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Todd Anderman, Attorney-in-Fact for Namrata Saroj	06/23/2025
	** 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.

FAQ

Why did Ocular Therapeutix (OCUL) file this Form 3?

It is the initial statement of beneficial ownership for new Chief Business Officer Namrata Saroj, as required under Section 16.

How many OCUL shares does Namrata Saroj currently own directly?

She directly holds 200,000 unvested RSUs; no vested common shares are listed.

What stock option grants were disclosed in the Form 3?

Three grants totaling 466,000 options: 50k fully vested at $9.95, 100k at $9.95 vesting monthly after a one-year cliff, and 316k at $10.27 with four-year vesting.

When will the 200,000 RSUs vest?

They vest over three years: one-third on the first employment anniversary, and one-third on each of the next two anniversaries.

What is the expiration date for the disclosed options?

The options expire on 02/27/2034 for the 50k and 100k grants, and on 11/03/2034 for the 316k grant.