VCEL Vericel Corporation

 

CUSIP No. 92346J108

13G

Page 3 of 5 Pages

 

Item 1.	(a)	Name of Issuer Vericel Corporation
	(b)	Address of Issuer’s Principal Executive Offices 64 Sidney Street Cambridge, MA 02139

 

Item 2.	(a)	Name of Person Filing Brown Capital Management, LLC
	(b)	Address of the Principal Office or, if none, residence 1201 N. Calvert Street Baltimore, MD 21202
	(c)	Citizenship Brown Capital Management, LLC is a Maryland Limited Liability Company
	(d)	Title of Class of Securities Common Stock (No par value)
	(e)	CUSIP Number 92346J108

 

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	[ ]	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	[ ]	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	[ ]	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	[ ]	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
	(e)	[x]	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[ ]	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	[ ]	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

CUSIP No. 92346J108

13G

Page 4 of 5 Pages

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)	Amount beneficially owned:		3,751,168
(b)	Percent of class:		8.34%
(c)	Number of shares as to which the person has:
	(i)	Sole power to vote or to direct the vote:	2,294,696
	(ii)	Shared power to vote or to direct the vote:	None
	(iii)	Sole power to dispose or to direct the disposition of:	3,751,168
	(iv)	Shared power to dispose or to direct the disposition of:	None

 

Item 5. Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ] .

 

Instruction. Dissolution of a group requires a response to this item.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

All of the shares of Common Stock set forth in Item 4 are owned by various investment advisory clients of Brown Capital Management, LLC, which is deemed to be a beneficial owner of those shares pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, due to it discretionary power to make investment decisions over such shares for its clients and/or its ability to vote such shares. In all cases, persons other than Brown Capital Management, LLC have the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares. No individual client holds more than five percent of the class.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not applicable

 

Item 8. Identification and Classification of Members of the Group.

 

Not applicable

 

Item 9. Notice of Dissolution of Group.

 

Not applicable

 

CUSIP No. 92346J108

13G

Page 5 of 5 Pages

 

Item 10. Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

	Name of Registrant
	By:	/s/ Eddie C. Brown
	Name:	Eddie C. Brown
	Title:	CEO
	Date:	June 10, 2020