Axogen, Inc. — Director's Dealing 2013

Feb 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2011-05-10

Reporting Person: Gold Mark Stephen (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-05-10	Common Stock	M	3727	$0.27	Acquired	9182	Direct
2012-05-10	Common Stock	M	5006	$0.27	Acquired	14188	Direct
2013-02-25	Common Stock	M	5006	$0.27	Acquired	19194	Direct
2013-02-25	Common Stock	M	290	$1.07	Acquired	19484	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-10	Stock Option (right to buy)	$0.27	M	3727	Disposed	2017-07-25	Common Stock (3727)	Direct
2012-05-10	Stock Option (right to buy)	$0.27	M	5006	Disposed	2021-02-24	Common Stock (5006)	Direct
2013-02-25	Stock Option (right to buy)	$0.27	M	5006	Disposed	2021-02-24	Common Stock (5006)	Direct
2013-02-25	Stock Option (right to buy)	$1.07	M	290	Disposed	2021-09-29	Common Stock (290)	Direct

Footnotes

F1: Acquired through exercise of vested portion of stock options.

F2: Does not include indirect beneficial ownership of 107,690 shares held by reporting person's wife and 125,523 shares held by MJSK, Ltd., an investment trust held by reporting person's family.

F3: Reporting person does not have a reportable beneficial interest in 143,013 owned by his son and included in the reporting person's prior ownnership report.

F4: These shares vest annually over three years from grant date.

F5: 5007 shares remain unvested.