Axogen, Inc. — Director's Dealing 2016

Jul 19, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2016-07-14

Reporting Person: Flynn James E (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Mgmt L.P. (10% Owner, Possible Member of 10% Group)
Reporting Person: DEERFIELD MANAGEMENT CO (10% Owner, Possible Member of 10% Group)
Reporting Person: Deerfield Special Situations Fund, L.P. (10% Owner, Possible Member of 10% Group)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-14	Common Stock	S	206090	$7.70	Disposed	3175349	Indirect
2016-07-15	Common Stock	S	31788	$7.32	Disposed	3143561	Indirect
2016-07-18	Common Stock	S	41425	$6.87	Disposed	3102136	Indirect

Footnotes

F1: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.60 to $7.77, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (1), (2) and (3) of this Form 4.

F2: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.00 to $7.57, inclusive.

F3: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $6.75 to $6.935, inclusive.

F4: This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. (the "Fund"). Deerfield Management Company, L.P. is the investment manager of the Fund. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.

F5: In accordance with Instruction 4 (b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Fund is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.