[Form 4] Ocular Therapeutix, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Pravin Dugel, Executive Chairman, President and CEO of Ocular Therapeutix (OCUL), reported a series of gift transfers of common stock among family-related parties and an irrevocable trust. On April 28, 2025 he transferred 200,332 shares to his spouse for no consideration and on June 12, 2025 he transferred 50,029 shares to his spouse for no consideration. On August 11, 2025 the spouse transferred 250,361 shares to the "Pravin Dugel 2024 Irrevocable Trust" for no consideration.

The filing states Mr. Dugel is the trustee and sole beneficiary of the Trust during his lifetime and "remains the beneficial owner of the securities held by the Trust." Reported direct beneficial ownership after the June transfer is 3,248,738 shares, and the Trust holds 250,361 shares indirectly.

Positive

• Transfers documented as gifts with no consideration, indicating these were not market sales
• Reporting person retained beneficial ownership of the Trust-held securities as trustee and sole beneficiary

Negative

• Direct beneficial holdings decreased in the reported lines to 3,248,738 shares following transfers
• Material share movement among related parties (totaling 500,722 shares moved across the reported transactions)

Insights

Corporate Governance Expert

TL;DR: Insider transferred shares to spouse and to an irrevocable trust while retaining beneficial ownership as trustee and sole beneficiary.

The Form 4 discloses intra-family and trust transfers executed as gifts. The reporting language is explicit that Mr. Dugel "remains the beneficial owner" of Trust-held securities, which preserves his economic exposure and voting influence as reported. The filing lists specific share counts for each transfer and shows a reduction in direct holdings concurrent with the creation/receipt by the Trust. From a governance perspective, these are structural ownership changes among related parties rather than market sales, and they should be considered disclosure of related-party movements rather than a change in economic interest.

Securities Analyst

TL;DR: The transactions are documented as gifts and an internal trust transfer; reported beneficial ownership remains concentrated with the insider.

The entry-by-entry disclosure gives clear dates and share counts: a gift of 200,332 shares (4/28/2025), a gift of 50,029 shares (6/12/2025), and a spouse-to-trust transfer of 250,361 shares (8/11/2025). The Form 4 indicates the Trust is an indirect holding vehicle; Mr. Dugel is trustee and sole beneficiary and thus continues to be reported as the beneficial owner of those shares. These movements are important for tracking insider ownership levels but, as reported, do not show sales for consideration or third-party disposition.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dugel Pravin

(Last) (First) (Middle)

C/O OCULAR THERAPEUTIX, INC.

15 CROSBY DRIVE

(Street)

BEDFORD MA 01730

(City) (State) (Zip)

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

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

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
04/28/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/28/2025		G(1)		200,332	D	$0	3,298,767	D
Common Stock	06/12/2025		G(2)		50,029	D	$0	3,248,738	D
Common Stock	08/11/2025		G(3)		250,361	A	$0	250,361	I	By Pravin Dugel 2024 Irrevocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On April 28, 2025, the reporting person transferred 200,332 shares to his spouse for no consideration.

2. On June 12, 2025, the reporting person transferred 50,029 shares to his spouse for no consideration.

3. On August 11, 2025, the reporting person's spouse transferred 250,361 shares to the Pravin Dugel 2024 Irrevocable Trust (the "Trust") for no consideration. The reporting person is trustee of the Trust and sole beneficiary of the Trust during his lifetime. The reporting person remains the beneficial owner of the securities held by the Trust.

Remarks:

Executive Chairman, President and CEO

	/s/ Todd Anderman, Attorney-in-Fact for Pravin Dugel	08/13/2025
	** 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 4 (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

What did Pravin Dugel report on the OCUL Form 4?

The Form 4 reports gift transfers: 200,332 shares to his spouse (4/28/2025), 50,029 shares to his spouse (6/12/2025), and the spouse transferred 250,361 shares to the Pravin Dugel 2024 Irrevocable Trust (8/11/2025).

Does Pravin Dugel retain ownership of the shares transferred to the trust?

Yes. The filing states he is trustee and sole beneficiary of the Trust during his lifetime and "remains the beneficial owner of the securities held by the Trust."

How many OCUL shares were reported as moved in this filing?

The reported transfers in the filing total 500,722 shares moved among related parties (200,332 + 50,029 + 250,361).

What are the resulting reported ownership figures after the transfers?

The Form 4 shows direct beneficial ownership of 3,248,738 shares after the June transfer, and the Trust holds 250,361 shares indirectly.

Were any of the transfers sales for cash?

No. Each transfer is described as a gift or a transfer for no consideration.