Axogen, Inc. — Director's Dealing 2016

Jan 6, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: AxoGen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2016-01-04

Reporting Person: Hansen David K (Chief Accounting Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-04	Employee Stock Option (right to purchase)	$5.05	A	25000	Acquired	2023-01-05	Common Stock (25000)	Direct

Footnotes

F1: All shares of Common Stock underlying the employee stock option will be fully vested on January 5, 2020 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vest on January 4, 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 is 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, have been increased by an affirmative vote of the shareholders of AxoGen, Inc. in an amount that exceeds the shares of Common Stock issuable upon exercise of the option and all other options containing this provision granted prior to such shareholder vote.