Axogen, Inc. — Director's Dealing 2015

Jan 7, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2014-12-10

Reporting Person: Mandato Joseph M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Common Stock	S	47658	$3.0575	Disposed	1378734	Indirect
2014-12-11	Common Stock	S	2342	$3.15	Disposed	1376392	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-02	Stock Option (Right to Buy)	$3.60	A	15000	Acquired	2022-01-01	Common Stock (15000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	43500	Direct

Footnotes

F1: Price reflected is the weighted-average sale price for shares sold. The range of the sale prices for the transaction was $3.00 and $3.26 per share. The Reporting Person undertakes to provide, upon request by the SEC staff, the Issuer, or security holder of the Issuer, full information regarding the number of shares sold at each sepate price.

F2: The shares are owned by De Novo Ventures II, L.P. ("DNV II"). De Novo Management II, LLC is the sole general partner of DNV II. The reporting person is a managing member of De Novo Management II, LLC. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.