Statement of Changes in Beneficial Ownership (4)

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 ^* MICHEL GERARD J	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) CFO and VP, Corp. Development
(Last) (First) (Middle) C/O VERICEL CORPORATION, 64 SIDNEY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 4/1/2020
(Street) CAMBRIDGE, MA 02139 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	4/1/2020		M		10000	A	$1.95	172708 ⁽¹⁾	D
Common Stock	4/1/2020		M		58519	A	$3.02	231227 ⁽¹⁾	D
Common Stock	4/1/2020		M		4375	A	$2.75	235602 ⁽¹⁾	D
Common Stock	4/1/2020		M		3090	A	$7.2	238692 ⁽¹⁾	D
Common Stock	4/1/2020		M		1875	A	$2.65	240567 ⁽¹⁾	D
Common Stock	4/1/2020		M		7673	A	$2.75	248240 ⁽¹⁾	D
Common Stock	4/1/2020		M		5625	A	$2.65	253865 ⁽¹⁾	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 Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. 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 Date		7. 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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$1.95	4/1/2020		M			10000	⁽²⁾	2/9/2026	Common Stock	10000	$0	0	D
Stock Option (right to buy)	$2.75	4/1/2020		M			4375	⁽³⁾	2/8/2027	Common Stock	4375	$0	25173 ⁽⁴⁾	D
Stock Option (right to buy)	$3.02	4/1/2020		M			58519	⁽⁵⁾	1/5/2025	Common Stock	58519	$0	0	D
Stock Option (right to buy)	$7.20	4/1/2020		M			3090	⁽⁶⁾	2/7/2028	Common Stock	3090	$0	95035	D
Stock Option (right to buy)	$2.65	4/1/2020		M			1875	⁽⁷⁾	5/22/2027	Common Stock	1875	$0	13125 ⁽⁸⁾	D
Stock Option (right to buy)	$2.75	4/1/2020		M			7673	⁽³⁾	2/8/2027	Common Stock	7673	$0	17500 ⁽⁴⁾	D
Stock Option (right to buy)	$2.65	4/1/2020		M			5625	⁽⁷⁾	5/22/2027	Common Stock	5625	$0	7500 ⁽⁸⁾	D

Explanation of Responses:
(1)	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).
(2)	These options, representing the right to purchase a total of 80,000 shares, became exercisable in equal quarterly installments, contingent upon continued service to the Company, with the first vesting date on May 9, 2016, which was one quarter after the date on which the option was granted.
(3)	These options, representing the right to purchase a total of 70,000 shares, became exercisable in equal quarterly installments, contingent upon continued service to the Company, with the first vesting date on May 8, 2017, which was one quarter after the date on which the option was granted.
(4)	These transactions relate to the 70,000 stock options granted to Mr. Michel on February 8, 2017. The remaining beneficially owned stock option (right to buy) after both transactions is 17,500.
(5)	These options, representing the right to purchase a total of 180,000 shares, became exercisable in equal quarterly installments, contingent upon continued service to the Company, with the first vesting date on April 5, 2015, which was one quarter after the date on which the option was granted.
(6)	These options, representing the right to purchase a total of 100,000 shares, became exercisable in equal quarterly installments, contingent upon continued service to the Company, with the first vesting date on May 7, 2018, which was one quarter after the date on which the option was granted.
(7)	6.25% of these options, representing the right to purchase a total of 30,000 shares, became exercisable immediately on May 22, 2017. An additional 6.25% became exercisable on August 8, 2017 and continue to vest in equal quarterly installments from August 8, 2017, contingent upon the continued service to the Company.
(8)	These transaction relate to the 30,000 stock options granted to Mr. Michel on May 22, 2017. The remaining beneficially owned stock option (right to buy) after both transactions is 7,500.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
MICHEL GERARD J C/O VERICEL CORPORATION 64 SIDNEY STREET CAMBRIDGE, MA 02139			CFO and VP, Corp. Development