Axogen, Inc. — Director's Dealing 2023

Mar 21, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axogen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2023-03-16

Reporting Person: MARTINEZ MARIA D. (Chief Human Resources Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-16	Common Stock	M	3000	—	Acquired	22061	Direct
2023-03-16	Common Stock	F	933	$8.27	Disposed	21128	Direct
2023-03-16	Common Stock	M	1250	—	Acquired	22378	Direct
2023-03-16	Common Stock	F	389	$8.27	Disposed	21989	Direct
2023-03-16	Common Stock	M	4367	—	Acquired	26356	Direct
2023-03-16	Common Stock	F	1358	$8.27	Disposed	24998	Direct
2023-03-16	Common Stock	M	5900	—	Acquired	30898	Direct
2023-03-16	Common Stock	F	1590	$8.27	Disposed	29308	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-16	Restricted Stock Units	$	M	3000	Acquired		Common Stock (3000.0)	Direct
2023-03-16	Restricted Stock Units	$	M	1250	Acquired		Common Stock (1250.0)	Direct
2023-03-16	Restricted Stock Units	$	M	4367	Acquired		Common Stock (4367.0)	Direct
2023-03-16	Restricted Stock Units	$	M	5900	Acquired		Common Stock (5900.0)	Direct
2023-03-16	Employee Stock Option (right to purchase)	$8.27	A	66500	Acquired	2033-03-16	Common Stock (66500.0)	Direct
2023-03-16	Employee Stock Option (right to purchase)	$	A	46300	Acquired		Common Stock (46300.0)	Direct

Footnotes

F1: This reflects the number of restricted stock units that became vested as of March 16, 2023.

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 restricted stock units will be fully vested on March 16, 2024 (3 years from the grant date) based upon a vesting schedule whereby 33.33% of the aggregate shares vest on March 16, 2022, 33.33% of the aggregate shares vest on March 16, 2023, and 33.34% of the aggregate shares vest on March 16, 2024. Vested shares will be delivered to the reporting person upon the vesting date.

F6: All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2025 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2023, 25% of the aggregate shares vest on March 16, 2024, and 25% of the aggregate shares vest on March 16, 2025. Vested shares will be delivered to the reporting person upon the vesting date.

F7: All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2027 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2025 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.

F8: All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2027 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregateshares vest on March 16, 2025 (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.