Axogen, Inc. — Director's Dealing 2016

May 31, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2016-05-26

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-26	Employee Stock Option (right to purchase)	$5.45	A	6000	Acquired	2023-05-26	Common Stock (6000)	Direct
2016-05-26	Stock Option (right to purchase)	$5.45	A	15000	Acquired	2023-05-26	Common Stock (15000)	Direct

Footnotes

F1: All shares of Common Stock underlying the employee stock option will be fully vested on May 26, 2020(4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vest on May 26, 2017(12 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.

F2: The option was provided to reflect service as a member of the Board of Directors. The option vests in two equal installments beginning on September 30, 2016, becoming fully vested on December 31, 2016.