Vericel Corp — Director's Dealing 2023

Feb 23, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Vericel Corp (VCEL)
CIK: 0000887359
Period of Report: 2023-02-17

Reporting Person: Mara Joseph Anthony Jr (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-18	Common Stock	M	2754	—	Acquired	14762	Direct
2023-02-18	Common Stock	F	1065	$29.82	Disposed	13697	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-17	Stock Option
(Right to Buy)	$29.82	A	2891	Acquired	2033-02-17	Common Stock (2891)	Direct
2023-02-17	Stock Option
(Right to Buy)	$29.82	A	43359	Acquired	2033-02-17	Common Stock (43359)	Direct
2023-02-17	Restricted Stock Unit	$	A	18500	Acquired		Common Stock (18500)	Direct
2023-02-18	Restricted Stock Unit	$	M	2754	Disposed		Common Stock (2754)	Direct

Footnotes

F1: The shares of common stock were acquired by the Reporting Person as a result of the vesting of Restricted Stock Units (RSUs) granted to the Reporting Person on February 18, 2022. The remaining RSUs will vest in
annual installments on February 18, 2024, February 18, 2025, and February 18, 2026, respectively.

F2: These shares include shares acquired pursuant to the Issuer's 2015 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).

F3: These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs.

F4: These options shall begin vesting on February 17, 2023 and shall continue to vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.

F5: Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.

F6: These RSUs vest in four annual installments with the initial vesting of RSUs granted to the Reporting Person on February 17, 2024. The remaining RSUs will vest in annual installments on February 17, 2025, February 17, 2026, and February 17, 2027, respectively.

F7: No expiration date for this type of award.

F8: The Fair Market Value of the vested derivative securities is $29.82 per share.