Axogen, Inc. — Director's Dealing 2021

Dec 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axogen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2021-12-20

Reporting Person: MARIANI PETER J (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-20	Common Stock	M	1900	—	Acquired	22926	Direct
2021-12-20	Common Stock	F	757	$9.24	Disposed	22169	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-20	Restricted Stock Units	$	M	1900	Disposed		Common Stock (1900.0)	Direct

Footnotes

F1: This reflects the number of restricted stock units that became vested as of December 18, 2021.

F2: Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.

F3: Each restricted stock unit represents a contingent right to receive one share of AxoGen, Inc. common stock.

F4: All shares of AxoGen Inc. common stock underlying the restricted stock Units will be fully vested on December 18, 2021 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on December 18, 2019 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date.