Axogen, Inc. — Director's Dealing 2023

Feb 2, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Axogen, Inc. (AXGN)
CIK: 0000805928
Period of Report: 2023-01-30

Reporting Person: MARIANI PETER J (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-01-30	Common Stock	M	20939	$5.04	Acquired	63047	Direct
2023-01-30	Common Stock	S	14111	$9.69	Disposed	48936	Direct
2023-01-31	Common Stock	M	20939	$5.04	Acquired	69875	Direct
2023-01-31	Common Stock	S	14320	$9.55	Disposed	55555	Direct
2023-02-01	Common Stock	M	20940	$5.04	Acquired	76495	Direct
2023-02-01	Common Stock	S	14550	$9.36	Disposed	61945	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-01-30	Employee Stock Option (right to purchase)	$5.04	M	20939	Disposed	2023-03-01	Common Stock (20939.0)	Direct
2023-01-31	Employee Stock Option (right to purchase)	$5.04	M	20939	Disposed	2023-03-01	Common Stock (20939.0)	Direct
2023-02-01	Employee Stock Option (right to purchase)	$5.04	M	20940	Disposed	2023-03-01	Common Stock (20940.0)	Direct

Footnotes

F1: The sale reported on the this Form 4 was effected pursuant to a Rule 10b5-1 trading plan, in order to exercise options that are scheduled to expire on March 1, 2023.

F2: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $9.37 to $9.95 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F3: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $9.36 to $9.77 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F4: The reported price in Column 4 is a weighted average sale price. These shares were sold in multiple transactions at prices ranging from $9.20 to $9.50 per share. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

F5: All shares of Common Stock underlying the employee stock option were fully vested on March 1, 2020 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vest on March 1, 2017 (12 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.