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 *

Flynn Sean C.
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)
VP, General Counsel
(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)
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 2/19/2022  M  1750 A$0 (1)4314 (2)D  
Common Stock 2/19/2022  F  869 (3)D$34.9 3445 (2)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
Restricted Stock Unit  (4)2/19/2022  M     1750   (1) (5)Common Stock 1750 $34.9 5250 D  
Stock Option (right to buy) $34.90 2/18/2022  A   51385     (6)2/18/2032 Common Stock 51385 $0 51385 D  
Restricted Stock Unit  (4)2/18/2022  A   9300     (7) (5)Common Stock 9300 $0 9300 D  
Stock Option (right to buy) $34.90 2/18/2022  A   2865     (6)2/18/2032 Common Stock 2865 $0 2865 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
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Flynn Sean C.
C/O VERICEL CORPORATION
64 SIDNEY STREET
CAMBRIDGE, MA 02139


VP, General Counsel

Signatures
/s/ Sean Flynn2/22/2022
**Signature of Reporting PersonDate


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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