Axogen, Inc. — Director's Dealing 2016

May 31, 2016

SEC Form 4/A — Form 4/A

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

Reporting Person: Engels John P (VP)

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	8500	Acquired	2022-12-29	Common Stock (8500)	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 when issued and originally reported was 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, had been increased by an affirmative vote of the shareholders of AxoGen, Inc. in an amount that would exceed the shares of Common Stock issuable upon exercise of the option and all other options containing this provision granted prior to such shareholder vote. On May 26, 2016, the Shareholders of AxoGen, Inc. approved by affirmative vote an increase in the number of shares reserved for issuance under the AxoGen, Inc. 2010 Stock Incentive Plan, as amended and restated, that satisfied this contingency. This Amendment is provided to reflect that such contingency has been satisfied and the reported option is no longer subject to such contingency and is exercisable pursuant to its terms, including the vesting provisions provided in Footnote 1 hereof.