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
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
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 * Billet Isabelle 2. Issuer Name and Ticker or Trading Symbol Axogen, Inc. [ AXGN ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Strategy and BD Officer
(Last)         (First)         (Middle)
13631 PROGRESS BLVD., STE. 400
3. Date of Earliest Transaction (MM/DD/YYYY)
12/27/2021
(Street)
ALACHUA, FL 32615
(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  12/27/2021    M    1150 (1) A $0  14510  D   
Common Stock  12/27/2021    F    326 (2) D $9.74  14184  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 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 Units  $0.0 (3) 12/27/2021    M        1150   12/27/2022 (4) 12/27/2022 (4) Common Stock  2300.0  $0  1150  D   

Explanation of Responses:
(1)  This reflects the number of restricted stock units that vested on December 27, 2021.
(2)  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.
(3)  Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.
(4)  All shares of AxoGen Inc. common stock underlying the restricted stock Units will be fully vested on December 27, 2022 (4 years from the grant date) based upon a vesting schedule whereby 50% of theaggregate shares vest on December 27, 2020 (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 personupon the vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Billet Isabelle
13631 PROGRESS BLVD.
STE. 400
ALACHUA, FL 32615


Chief Strategy and BD Officer

Signatures
/s/Isabelle Billet 12/29/2021
**Signature of Reporting Person Date
Axogen (NASDAQ:AXGN)
Historical Stock Chart
From Apr 2022 to May 2022 Click Here for more Axogen Charts.
Axogen (NASDAQ:AXGN)
Historical Stock Chart
From May 2021 to May 2022 Click Here for more Axogen Charts.