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: Billet Isabelle (Chief Strategy and BD Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-03-16	Common Stock	M	8500	—	Acquired	24216	Direct
2022-03-16	Common Stock	F	2447	$7.97	Disposed	21769	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-03-16	Restricted Stock Units	$	M	8500	Disposed		Common Stock (8500.0)	Direct
2022-03-16	Employee Stock Option (right to purchase)	$8.2	A	21784	Acquired	2032-03-16	Common Stock (21784.0)	Direct
2022-03-16	Restricted Stock Units	$	A	23354	Acquired		Common Stock (23354.0)	Direct

Footnotes

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

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 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.

F5: 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 50% of the aggregate shares vest on March 16, 2024 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.

F6: 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.