Axogen, Inc. — Director's Dealing 2015

Dec 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2015-12-28

Reporting Person: Freitag Gregory Gene (Director, CFO, General Counsel & SVP BD)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-12-28	Employee Stock Option (right to purchase)	$5.09	A	9000	Acquired	2022-12-29	Common Stock (9000)	Direct
2015-08-06	Employee Stock Option (right to purchase)	$3.38	A	83000	Acquired	2022-08-06	Common Stock (83000)	Direct

Footnotes

F1: All shares of Common Stock underlying the employee stock option will be fully vested on December 29, 2019 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vest on December 29, 2016 (12 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.

F2: The option is not exercisable until such time as the number of shares reserved for issuance under the AxoGen, Inc. 2010 Stock Incentive Plan, as amended and restated, have been increased by an affirmative vote of the shareholders of AxoGen, Inc. in an amount that exceeds the shares of Common Stock issuable upon exercise of the option and all other options containing this provision granted prior to such shareholder vote.