Peter J. Mariani - 16 Mar 2023 Form 4 Insider Report for Axogen, Inc. (AXGN)

Role: EVP & Chief Financial Officer
Signature: /s/Peter Mariani
Issuer symbol: AXGN
Transactions as of: 16 Mar 2023
Net transactions value: -$58,204
Form type: 4
Filing time: 20 Mar 2023, 18:23:29 UTC
Previous filing: 01 Feb 2023
Next filing: 13 Oct 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AXGN	Common Stock	Options Exercise	$0	+5,500	+8.9%	$0.000000	67,445	16 Mar 2023	Direct	F1
transaction	AXGN	Common Stock	Tax liability	$15,432	-1,866	-2.8%	$8.27	65,579	16 Mar 2023	Direct	F2
transaction	AXGN	Common Stock	Options Exercise	$0	+15,250	+23%	$0.000000	80,829	16 Mar 2023	Direct	F1
transaction	AXGN	Common Stock	Tax liability	$42,772	-5,172	-6.4%	$8.27	75,657	16 Mar 2023	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AXGN	Restricted Stock Units	Options Exercise	$0	-5,500	-50%	$0.000000	5,500	16 Mar 2023	Common Stock	5,500		Direct	F3, F4
transaction	AXGN	Restricted Stock Units	Options Exercise	$0	-15,250	-50%	$0.000000	15,250	16 Mar 2023	Common Stock	15,250		Direct	F3, F5
transaction	AXGN	Employee Stock Option (right to purchase)	Award	$0	+94,500		$0.000000	94,500	16 Mar 2023	Common Stock	94,500	$8.27	Direct	F6
transaction	AXGN	Restricted Stock Units	Award	$0	+65,600		$0.000000	65,600	16 Mar 2023	Common Stock	65,600		Direct	F3, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	This reflects the number of restricted stock units that became vested as of March 16, 2023.
F2	Represents the number of shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. This sale is mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
F3	Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.
F4	All shares of Axogen Inc. common stock underlying the restricted stock Units will be fully vested on March 16, 2024 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2022 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date.
F5	All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2025 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2022, 25% of the aggregate shares vest on March 16, 2023, and 25% of the aggregate shares vest on March 16, 2024. Vested shares will be delivered to the reporting person upon the vesting date.
F6	All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2027 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2025 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.
F7	All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2027 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregateshares vest on March 16, 2025 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date.