Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^*

Essex Woodlands Fund IX, L.P.

2. Date of Event Requiring Statement (MM/DD/YYYY) 8/26/2015

3. Issuer Name and Ticker or Trading Symbol

AxoGen, Inc. [AXGN]

(Last) (First) (Middle)

21 WATERWAY AVENUE, SUITE 225

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director ___ X ___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

(Street)

THE WOODLANDS, TX 77380

(City) (State) (Zip)

5. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	4861111	D ⁽¹⁾ ⁽²⁾

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:
( 1)	The shares are held by Essex Woodlands Fund IX, L.P. ("Fund IX"). Essex Woodlands Fund IX-GP, L.P. (the "Fund IX-GP") is the general partner of Fund IX. Essex Woodlands IX, LLC (the "General Partner") is the general partner of the Fund IX-GP. The General Partner holds sole voting and dispositive power over the shares held by Fund IX. The managers of the General Partner are Martin P. Sutter, R. Scott Barry, Ronald Eastman, Guido J. Neels (also a member of the Issuer's board of directors), Petri Vainio and Steve Wiggins (collectively, the "Managers"), and may exercise voting and investment control over the shares only by the majority action of the Managers.
( 2)	Each individual Manager, the Fund-IX-GP and the General Partner disclaims beneficial ownership over the shares except to the extent of his or its respective pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Essex Woodlands Fund IX, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX 77380		X
Essex Woodlands Fund IX-GP, L.P. 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX		X
Essex Woodlands IX, LLC 21 WATERWAY AVENUE, SUITE 225 THE WOODLANDS, TX 77380		X

Signatures
Essex Woodlands Fund IX, L.P.; By Essex Woodlands Fund IX-GP, L.P. its General Partner; By Essex Woodlands IX, LLC, its General Partner; By /s/ Martin P. Sutter, Managing Director		9/2/2015
^** Signature of Reporting Person		Date
Essex Woodlands IX-GP, L.P.; By: Essex Woodlands IX, LLC; By: /s/ Martin P. Sutter, Managing Director		9/2/2015
^** Signature of Reporting Person		Date
Essex Woodlands IX, LLC, By: /s/ Martin P. Sutter, Managing Director		9/2/2015
^** Signature of Reporting Person		Date

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 5(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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.