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 OF SECURITIES
                                                                                  
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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 *

Zaderej Karen L.
2. Issuer Name and Ticker or Trading Symbol

Axogen, Inc. [ AXGN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CEO
(Last)          (First)          (Middle)

13631 PROGRESS BOULEVARD, SUITE 400
3. Date of Earliest Transaction (MM/DD/YYYY)

8/6/2021
(Street)

ALACHUA, FL 32615
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

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

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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 8/10/2021  M  75000 (1)A$5.09 855018 D  
Common Stock 8/6/2021  S  14756 (2)D$18.40 (2)840262 D  
Common Stock 8/6/2021  S  1259 (3)D$19.18 (3)839003 D  
Common Stock 8/6/2021  S  22902 (4)D$18.41 (4)816101 D  
Common Stock 8/6/2021  S  2083 (5)D$19.16 (5)814018 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to purchase) $5.09 8/10/2021  M     75000 (1)  (6)12/29/2022 Common Stock 75000.0 $5.09 35000 D  

Explanation of Responses:
(1) The Reporting Person has elected to exercise and hold the shares at this time.
(2) The reported shares were sold pursuant to an Approved Rule 10b5-1 Plan dated June 7, 2021, as defined under the Company's Insider Trading Policy, with proceeds in connection with a performance stock award that vested on February 15, 2019. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.20 to 18.69, inclusive. The reporting person undertakes to provide to Axogen, Inc., any security holder of Axogen, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (5) to this Form 4.
(3) The reported shares were sold pursuant to an Approved Rule 10b5-1 Plan dated June 7, 2021, as defined under the Company's Insider Trading Policy, with proceeds in connection with a performance stock award that vested on February 15, 2019. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.08 to 19.40, inclusive.
(4) The reported shares were sold pursuant to an Approved Rule 10b5-1 Plan dated June 7, 2021, as defined under the Company's Insider Trading Policy, with proceeds in connection with the November 19, 2018 and December 19, 2018 stock option exercises. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $18.20 to 18.69, inclusive.
(5) The reported shares were sold pursuant to an Approved Rule 10b5-1 Plan dated June 7, 2021, as defined under the Company's Insider Trading Policy, with proceeds in connection with the November 19, 2018 and December 19, 2018 stock option exercises. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.075 to 19.40, inclusive.
(6) All shares of Common Stock underlying the employee stock option became fully vested on December 29, 2019 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vest on December 29, 2016 (12 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Zaderej Karen L.
13631 PROGRESS BOULEVARD
SUITE 400
ALACHUA, FL 32615
X
CEO

Signatures
/s/ Karen Zaderej8/10/2021
**Signature of Reporting PersonDate

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