Axogen, Inc. — Director's Dealing 2023

Mar 20, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Ottinger Bradley (General Counsel and CCO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-03-16	Common Stock	M	5900	—	Acquired	23698	Direct
2023-03-16	Common Stock	F	798	$8.27	Disposed	22900	Direct
2023-03-16	Common Stock	M	2563	—	Acquired	25463	Direct
2023-03-16	Common Stock	F	1836	$8.27	Disposed	23627	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-16	Restricted Stock Units	$	M	5900	Disposed		Common Stock (5900.0)	Direct
2023-03-16	Restricted Stock Units	$	M	2563	Disposed		Common Stock (2563.0)	Direct

Footnotes

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

F2: Includes 3,000 shares acquired under the Axogen stock purchase plan in 2022.

F3: 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.

F4: Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.

F5: 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.

F6: 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.