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: Zaderej Karen L. (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-16	Common Stock	M	25000	—	Acquired	1037695	Direct
2023-03-16	Common Stock	M	12975	—	Acquired	1050670	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-16	Restricted Stock Units	$	M	25000	Disposed		Common Stock (25000.0)	Direct
2023-03-16	Restricted Stock Units	$	M	12975	Disposed		Common Stock (12975.0)	Direct
2023-03-16	Employee Stock Option (right to purchase)	$8.27	A	179000	Acquired	2033-03-16	Common Stock (179000.0)	Direct
2023-03-16	Restricted Stock Units	$	A	112000	Acquired		Common Stock (112000.0)	Direct

Footnotes

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

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, 2025 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2023 (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, 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, 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.

F6: 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.