Axogen, Inc. — Director's Dealing 2015

Sep 2, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2015-08-26

Reporting Person: Essex Woodlands Fund IX, L.P. (10% Owner)
Reporting Person: Essex Woodlands Fund IX-GP, L.P. (10% Owner)
Reporting Person: Essex Woodlands IX, LLC (10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4861111	Direct

Footnotes

F1: The shares are held by Essex Woodlands Fund IX, L.P. ("Fund IX"). Essex Woodlands Fund IX-GP, L.P. (the "Fund IX-GP") is the general partner of Fund IX. Essex Woodlands IX, LLC (the "General Partner") is the general partner of the Fund IX-GP. The General Partner holds sole voting and dispositive power over the shares held by Fund IX. The managers of the General Partner are Martin P. Sutter, R. Scott Barry, Ronald Eastman, Guido J. Neels (also a member of the Issuer's board of directors), Petri Vainio and Steve Wiggins (collectively, the "Managers"), and may exercise voting and investment control over the shares only by the majority action of the Managers.

F2: Each individual Manager, the Fund-IX-GP and the General Partner disclaims beneficial ownership over the shares except to the extent of his or its respective pecuniary interest therein.