Sec Form 4 Filing - Hopper Jonathan Mark @ Vericel Corp - 2023-02-17

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 Hopper Jonathan Mark 2. Issuer Name and Ticker or Trading Symbol Vericel Corp [ VCEL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Medical Officer (Last) (First) (Middle) C/O VERICEL CORPORATION, 64 SIDNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/17/2023 (Street) CAMBRIDGE, MA02139 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 02/18/2023 M 2,325 A $ 0 ( 1 ) 52,522 ( 2 ) D Common Stock 02/18/2023 F 1,108 ( 3 ) D $ 29.82 51,414 ( 2 ) D Common Stock 02/19/2023 M 1,750 A $ 0 ( 4 ) 53,164 ( 2 ) D Common Stock 02/19/2023 F 752 ( 3 ) D $ 29.82 52,412 ( 2 ) 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 Stock Option(Right to Buy) $ 29.82 02/17/2023 A 1,875 ( 5 ) 02/17/2033 Common Stock 1,875 $ 0 1,875 D Stock Option(Right to Buy) $ 29.82 02/17/2023 A 28,125 ( 5 ) 02/17/2033 Common Stock 28,125 $ 0 28,125 D Restricted Stock Unit ( 6 ) 02/17/2023 A 12,000 ( 7 ) ( 8 ) Common Stock 12,000 $ 0 12,000 D Restricted Stock Unit ( 6 ) 02/18/2023 M 2,325 ( 1 ) ( 8 ) Common Stock 2,325 ( 9 ) 6,975 D Restricted Stock Unit ( 6 ) 02/19/2023 M 1,750 ( 4 ) ( 8 ) Common Stock 1,750 ( 9 ) 3,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hopper Jonathan Mark C/O VERICEL CORPORATION 64 SIDNEY STREET CAMBRIDGE, MA02139 Chief Medical Officer Signatures /s/ Sean Flynn, as Attorney-in-Fact for Jonathan Hopper 02/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 inannual installments on February 18, 2024, February 18, 2025, and February 18, 2026. ( 2 )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). ( 3 )These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of Restricted Stock Units. ( 4 )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 19, 2021. The remaining RSUs will vest in annualinstallments on February 19, 2024 and February 19, 2025. ( 5 )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. ( 6 )Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation. ( 7 )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. ( 8 )No expiration date for this type of award. ( 9 )The Fair Market Value of the vested derivative securities is $29.82 per share.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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