Axogen, Inc. — Director's Dealing 2011

Dec 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2011-12-26

Reporting Person: Zaderej Karen L. (Director, Chief Executive Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-26	Employee Stock Option (right to buy)	$2.74	A	275000	Acquired	2018-12-26	Common Stock (275000)	Direct
2011-12-26	Employee Stock Option (right to buy)	$2.74	A	100000	Acquired	2018-12-26	Common Stock (100000)	Direct

Footnotes

F1: Shares will be fully vested on December 26, 2015 (4 years from the Option grant date) based upon a vesting schedule whereby 25% of such shares vest on December 26, 2012 (12 months from the Option grant date) and an additional 12.5% of such shares each six months thereafter.

F2: The shares under the Option are subject to a performance vesting provision (the "Performance Shares") whereby all, none or a portion of the Performance Shares, to the extent to which the performance standards established by the Board of Directors are met, will vest as to 25% of the Performance Shares on March 31, 2013, and an additional 12.5% of the Performance Shares each six months thereafter, with all Performance Shares being fully vested on December 26, 2015 (4 years from the Option grant date).