Axogen, Inc. — Director's Dealing 2022

Mar 18, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axogen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2022-03-16

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-16	Common Stock	M	25950	—	Acquired	966333	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-16	Restricted Stock Units	$	M	25950	Disposed		Common Stock (25950.0)	Direct
2022-03-16	Restricted Stock Units	$	A	169694	Acquired		Common Stock (169694.0)	Direct
2022-03-16	Employee Stock Option (right to purchase)	$10.25	A	317185	Acquired	2032-03-16	Common Stock (317185.0)	Direct

Footnotes

F1: This reflects the number of restricted stock units that became vested as of March 16, 2022.

F2: Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.

F3: All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2024 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2022 (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.

F4: All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2026 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregateshares vest on March 16, 2024 (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.

F5: The exercise price of $10.25 represents a 25% premium over the fair market value of Axogen common stock on the date of the grant.

F6: All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2026 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vest on March 16, 2023 and on each anniversary thereafter.