Axogen, Inc. — Director's Dealing 2014

Jan 7, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2014-01-01

Reporting Person: DeVinney Erick Wayne (See Remarks)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (right to buy)	$0.27	2017-04-25	Common Stock (4659)		Direct
Stock Option (right to buy)	$0.27	2017-12-06	Common Stock (359)		Direct
Stock Option (right to buy)	$0.27	2018-11-18	Common Stock (274)		Direct
Stock Option (right to buy)	$0.27	2020-06-09	Common Stock (2530)		Direct
Stock Option (right to buy)	$2.74	2021-12-16	Common Stock (35000)		Direct

Footnotes

F1: Pursuant to an Agreement and Plan of Merger, dated as of May 31, 2011, by and among LecTec Corporation ("LecTec"), Nerve Merger Sub Corp., a subsidiary of LecTec ("Merger Sub"), and AxoGen Corporation ("AC"), which the parties amended on June 30, 2011 and August 9, 2011, Merger Sub merged with and into AC, with AC continuing after the merger as the surviving corporation and a wholly owned subsidiary of LecTec (the "Merger"). The Merger was completed on September 30, 2011, and LecTec was renamed AxoGen, Inc. ("AxoGen"). In connection with the Merger, each share of AC common stock converted into 0.03727336 share of LecTec common stock at the effective time of the Merger. In connection with the Merger, each option to purchase shares of AC common stock was converted to an option to purchase 0.03727336 of a share of AxoGen common stock.

F2: All of these options have vested.

F3: 17,500 options have vested. An additional 4,375 options will vest on each of 06/16/2014, 12/16/2014, 06/16/2015 and 12/16/2015.

F4: These options vest semi-annually over four years from the date of grant.