Sec Form 4 Filing - Sandberg Eric @ Axogen, Inc. - 2022-03-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Sandberg Eric
2. Issuer Name and Ticker or Trading Symbol
Axogen, Inc. [ AXGN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Commercial Officer
(Last) (First) (Middle)
13631 PROGRESS BLVD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
03/16/2022
(Street)
ALACHUA, FL32615
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/16/2022 M 6,000( 1 ) A $ 0 14,310 D
Common Stock 03/16/2022 F 1,512( 2 ) D $ 7.97 12,798 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units ( 3 ) 03/16/2022 M 6,000 ( 4 ) ( 4 ) Common Stock 6,000 $ 0 6,000 D
Restricted Stock Units ( 3 ) 03/16/2022 A 62,910 ( 5 ) ( 5 ) Common Stock 62,910 $ 0 62,910 D
Employee Stock Option (right to purchase) $ 10.25( 6 ) 03/16/2022 A 60,576 ( 7 ) 03/16/2032 Common Stock 60,576 $ 0 60,576 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Sandberg Eric
13631 PROGRESS BLVD
SUITE 400
ALACHUA, FL32615
Chief Commercial Officer
Signatures
/s/ Eric Sandberg 03/18/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This reflects the number of restricted stock units that became vested as of March 16, 2022.
( 2 )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.
( 3 )Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.
( 4 )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.
( 5 )All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2026 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregateshares vest on March 16, 2024 (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.
( 6 )The exercise price of $10.25 represents a 25% premium over the fair market value of Axogen common stock on the date of the grant.
( 7 )All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2026 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vest on March 16, 2023 and on each anniversary thereafter.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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