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 *

Gold Mark Stephen		 2. Issuer Name and Ticker or Trading Symbol

Axogen, Inc. [ AXGN ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

13631 PROGRESS BOULEVARD, SUITE 400		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/1/2022
(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 6/1/2022  M  3036 (1)A$0 305475 (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 Units  (3)6/1/2022  M     3036   (4) (4)Common Stock 3036.0 $0 0 D  
Restricted Stock Units  (3)6/1/2022  A   6459     (5) (5)Common Stock 6459.0 $0 6459 D  
Stock Option (right to purchase) $9.29 6/1/2022  A   11811     (5)6/1/2032 Common Stock 11811.0 $0 11811 D  
Explanation of Responses:
(1) This reflects the number of restricted stock units that vested on June 1, 2022.
(2) The shares of common stock for Dr. Gold include 31,900 shares held directly, 159,575 shares held jointly by Dr. Gold and his wife, indirect ownership of 22,000 shares held by Dr. Gold's spouse in revocable trusts, and indirect ownership of 92,000 shares held by MJSK, Ltd., a decedent investment trust.
(3) Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.
(4) Annual equity grant for service as Director on the Axogen, Inc. Board of Directors. The number of shares pursuant to the equity grant is based on a $120,000 valuation as of the grant date and vests on June 1, 2022, one year from the anniversary of the grant date.
(5) Annual equity grant for service as Director on the Axogen, Inc. Board of Directors. The number of shares pursuant to the equity grant is based on a $120,000 valuation as of the grant date and vests on June 1, 2023, one year anniversary of the grant date. One-half of the annual equity grant value is in the form of non-qualified stock options and one-half of the annual equity grant value is in the form of restricted stock units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Gold Mark Stephen
13631 PROGRESS BOULEVARD
SUITE 400
ALACHUA, FL 32615		X
Signatures
/s/Dr. Mark Gold6/3/2022
**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.
Axogen (NASDAQ:AXGN)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Axogen Charts.
Axogen (NASDAQ:AXGN)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Axogen Charts.