Sec Form 4 Filing - Mara Joseph Anthony Jr @ Vericel Corp - 2021-01-25

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 Mara Joseph Anthony Jr 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 Financial Officer (Last) (First) (Middle) C/O VERICEL CORPORATION, 64 SIDNEY STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/25/2021 (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

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) $ 43.63 01/25/2021 A 150,832 ( 1 ) 01/25/2031 Common Stock 150,832 $ 0 150,832 D Restricted Stock Unit ( 2 ) 01/25/2021 A 16,000 ( 3 ) ( 4 ) Common Stock 16,000 $ 0 16,000 D Stock Option (right to buy) $ 43.63 01/25/2021 A 9,168 ( 1 ) 01/25/2031 Common Stock 9,168 $ 0 9,168 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mara Joseph Anthony Jr C/O VERICEL CORPORATION 64 SIDNEY STREET CAMBRIDGE, MA02139 Chief Financial Officer Signatures /s/ Joseph Mara 01/26/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options shall begin vesting on January 25, 2021 and shall vest and become exercisable on January 25, 2022, the first anniversary of the date of grant, with 25% vesting and the remaining 75% vesting in equal quarterly installments over three years thereafter. ( 2 )Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of Vericel Corporation. ( 3 )These RSUs vest in four equal installments with the initial vesting of RSUs granted to the Reporting Person on March 31, 2021. The remaining RSUs will vest on June 30, 2021, September 30, 2021, and December 31, 2021, respectively. ( 4 )No expiration date for this type of award.

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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