Statement of Changes in Beneficial Ownership (4)
February 22 2022 - 4:08PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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1. Name and Address of Reporting Person
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Colangelo Dominick |
2. Issuer Name and Ticker or Trading Symbol
Vericel Corp
[
VCEL
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O VERICEL CORPORATION, 64 SIDNEY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/18/2022 |
(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 2/19/2022 | | M | | 8937 | A | $0 (1) | 160307 (2) | D | |
Common Stock | 2/19/2022 | | F | | 3875 (3) | D | $34.9 | 156432 (2) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Restricted Stock Unit | (4) | 2/19/2022 | | M | | | 8937 | (1) | (5) | Common Stock | 8937 | $34.9 | 26813 | D | |
Stock Option (right to buy) | $34.90 | 2/18/2022 | | A | | 2865 | | (6) | 2/18/2032 | Common Stock | 2865 | $0 | 2865 | D | |
Stock Option (right to buy) | $34.90 | 2/18/2022 | | A | | 270135 | | (6) | 2/18/2032 | Common Stock | 270135 | $0 | 270135 | D | |
Restricted Stock Unit | (4) | 2/18/2022 | | A | | 46800 | | (7) | (5) | Common Stock | 46800 | $0 | 46800 | D | |
Explanation of Responses: |
(1) | The shares of common stock were acquired by the Reporting Person as a result of the vesting of Restricted Stock Units (RSUs) granted to the Reporting Person on February 19, 2021. The remaining RSUs will vest in annual installments on February 19, 2023, February 19, 2024, and February 19, 2025, respectively. |
(2) | 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). |
(3) | These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs. |
(4) | Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation. |
(5) | No expiration date for this type of award. |
(6) | These options shall begin vesting on February 18, 2022 and shall continue to vest and become exercisable in equal quarterly installments over the course of the following four (4) year period. |
(7) | These RSUs vest in four annual installments with the initial vesting of RSUs granted to the Reporting Person on February 18, 2023. The remaining RSUs will vest in annual installments on February 18, 2024, February 18, 2025, and February 18, 2026, respectively. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Colangelo Dominick C/O VERICEL CORPORATION 64 SIDNEY STREET CAMBRIDGE, MA 02139 | X |
| President and CEO |
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Signatures
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/s/ Sean Flynn, as Attorney-in-Fact for Dominick C. Colangelo | | 2/22/2022 |
**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 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). |
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. |
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