Statement of Changes in Beneficial Ownership (4)
23 February 2021 - 8:10AM
Edgar (US Regulatory)
FORM 4
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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
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1. Name and Address of Reporting Person
*
Flynn Sean C. |
2. Issuer Name and Ticker or Trading Symbol
Vericel Corp
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VCEL
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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 |
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(Last)
(First)
(Middle)
C/O VERICEL CORPORATION, 64 SIDNEY STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/19/2021 |
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(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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 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 |
| Stock Option (right to buy) | $51.40 | 2/19/2021 | | A | | 3890 | | (1) | 2/19/2031 | Common Stock | 3890 | $0 | 3890 | D | |
| Restricted Stock Unit | (2) | 2/19/2021 | | A | | 7000 | | (3) | (4) | Common Stock | 7000 | $0 | 7000 | D | |
| Stock Option (right to buy) | $51.40 | 2/19/2021 | | A | | 56110 | | (1) | 2/19/2031 | Common Stock | 56110 | $0 | 56110 | D | |
| Explanation of Responses: |
| (1) | These options shall begin vesting on February 19, 2021 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period. |
| (2) | Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of Vericel Corporation. |
| (3) | These RSUs vest in four annual installments with the initial vesting of RSUs granted to the Reporting Person on February 19, 2022. The remaining RSUs will vest in annual installments on February 19, 2023, February 19, 2024, and February 19, 2025, respectively. |
| (4) | No expiration date for this type of award. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Flynn Sean C.
C/O VERICEL CORPORATION
64 SIDNEY STREET
CAMBRIDGE, MA 02139 |
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| VP, General Counsel |
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Signatures
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| /s/ Sean Flynn | | 2/22/2021 |
| **Signature of Reporting Person | Date |
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