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
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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)
06/11/2025
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
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
Performance Stock Option (Right to Buy) $ 7.44 06/11/2025 (1)   A   2,750,000     (2) 02/11/2035 Common Stock 2,750,000 $ 0 2,750,000 D  
Explanation of Responses:
1. The performance stock option grant was approved by the Board of Directors of Ocular Therapeutix, Inc. (the "Corporation") on February 11, 2025 (the "Grant Date"), the commencement of vesting of which was contingent upon shareholder approval of an amendment to the Corporation's 2021 Stock Incentive Plan, as amended. Shareholder approval of such amendment was received on June 11, 2025.
2. Pursuant to a performance stock option agreement (the "Option Agreement"), the shares underlying the performance stock option can be earned during the five-year period beginning on the Grant Date in four equal tranches based on the achievement of share price hurdles if the Corporation's consecutive 60-day closing share price average meets or exceeds $15.00, $20.00, $25.00, and $30.00 per share (each, a "Share Price Hurdle"). Shares underlying the performance stock option that are earned shall vest on the later of (i) the achievement of the applicable Share Price Hurdle or (ii) the three-year anniversary of the Grant Date, in each case subject to the reporting person's continued service to the Corporation. The performance stock option is subject to earlier vesting upon certain qualifying termination events pursuant to the Option Agreement.
Remarks:
Executive Chairman, President and CEO. Exhibit 24 - Power of Attorney
/s/ Todd Anderman, Attorney-in-Fact for Pravin Dugel 06/13/2025
** 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).
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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 24