New insider Hartley Lindsey Marie claimed ownership of 20,763 shares (SEC Form 3)
$AXGN
Biotechnology: Electromedical & Electrotherapeutic Apparatus
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/12/2025 |
3. Issuer Name and Ticker or Trading Symbol
Axogen, Inc. [ AXGN ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 20,763 | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (1) | (1) | Common Stock | 5,000 | $0(2) | D | |
| Employee Stock Option (right to purchase) | (3) | 11/01/2031 | Common Stock | 20,000 | $15.22 | D | |
| Restricted Stock Units | (4) | (4) | Common Stock | 8,000 | $0(2) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 35,000 | $0(2) | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 12,000 | $0(2) | D | |
| Employee Stock Option (right to purchase) | (7) | 03/16/2033 | Common Stock | 23,700 | $8.27 | D | |
| Employee Stock Option (right to purchase) | (8) | 03/16/2032 | Common Stock | 7,500 | $8.2 | D | |
| Explanation of Responses: |
| 1. Shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2026 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2024 (24 months from the grant date) and an additional 25% of the aggregate shares vested or will vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date. |
| 2. Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock. |
| 3. All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on November 1, 2025 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on November 1, 2023 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vested or will vest each 6 months thereafter. |
| 4. 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 aggregate shares vested 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. |
| 5. All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on February 22, 2028 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2026 (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. |
| 6. All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 25, 2029 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 25, 2027 (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. |
| 7. 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 vested 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. |
| 8. All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2026 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2024 (24 months from the option grant date) and an additional 12.5% of the aggregate shares have vested or will vest each 6 months thereafter. |
| Remarks: |
| /s/ Lindsey Hartley | 05/16/2025 | |
| ** 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 5 (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 Number. | ||