Axogen, Inc. — Director's Dealing 2021

Aug 10, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axogen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2021-08-06

Reporting Person: Zaderej Karen L. (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-08-10	Common Stock	M	75000	$5.09	Acquired	855018	Direct
2021-08-06	Common Stock	S	14756	$18.40	Disposed	840262	Direct
2021-08-06	Common Stock	S	1259	$19.18	Disposed	839003	Direct
2021-08-06	Common Stock	S	22902	$18.41	Disposed	816101	Direct
2021-08-06	Common Stock	S	2083	$19.16	Disposed	814018	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-08-10	Employee Stock Option (right to purchase)	$5.09	M	75000	Disposed	2022-12-29	Common Stock (75000.0)	Direct

Footnotes

F1: The Reporting Person has elected to exercise and hold the shares at this time.

F2: The reported shares were sold pursuant to an Approved Rule 10b5-1 Plan dated June 7, 2021, as defined under the Company's Insider Trading Policy, with proceeds in connection with a performance stock award that vested on February 15, 2019. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.20 to 18.69, inclusive. The reporting person undertakes to provide to Axogen, Inc., any security holder of Axogen, Inc., 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 (2) through (5) to this Form 4.

F3: The reported shares were sold pursuant to an Approved Rule 10b5-1 Plan dated June 7, 2021, as defined under the Company's Insider Trading Policy, with proceeds in connection with a performance stock award that vested on February 15, 2019. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.08 to 19.40, inclusive.

F4: The reported shares were sold pursuant to an Approved Rule 10b5-1 Plan dated June 7, 2021, as defined under the Company's Insider Trading Policy, with proceeds in connection with the November 19, 2018 and December 19, 2018 stock option exercises. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.20 to 18.69, inclusive.

F5: The reported shares were sold pursuant to an Approved Rule 10b5-1 Plan dated June 7, 2021, as defined under the Company's Insider Trading Policy, with proceeds in connection with the November 19, 2018 and December 19, 2018 stock option exercises. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.075 to 19.40, inclusive.

F6: All shares of Common Stock underlying the employee stock option became 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.