AxoGen (AXGN) Form 4 AxoGen / Mark Louis Friedman ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Friedman Mark Louis

(Last) (First) (Middle)

13631 PROGRESS BOULEVARD

SUITE 400

(Street)

ALACHUA FL 32615

(City) (State) (Zip)

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)
VP,Regulatory & Quality

3. Date of Earliest Transaction (Month/Day/Year)
10/24/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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	10/24/2017		M		40,000(1)	A	$2.74	45,665	D
Common Stock	10/24/2017		F		5,480(1)	D	$20	40,185	D
Common Stock	10/24/2017		M		1,250	A	$5.45	41,435	D
Common Stock	10/24/2017		M		5,313	A	$3.67	46,748	D
Common Stock	10/24/2017		M		4,375	A	$4.81	51,123	D
Common Stock	10/24/2017		M		16,829	A	$1.07	67,952	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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
Employee Stock Option (right to purchase)	$2.74	10/24/2017		M			40,000	12/16/2015	12/16/2018	Common Stock	40,000	$0	0	D
Employee Stock Option (right to purchase)	$5.45	10/24/2017		M			1,250	05/26/2017	05/26/2023	Common Stock	1,250	$0	3,750	D
Employee Stock Option (right to purchase)	$3.67	10/24/2017		M			5,313	12/29/2015	12/29/2021	Common Stock	5,313	$0	3,187	D
Employee Stock Option (right to purchase)	$4.81	10/24/2017		M			4,375	01/02/2015	01/02/2021	Common Stock	4,375	$0	625	D
Employee Stock Option (right to purchase)	$1.07	10/24/2017		M			16,829	06/20/2015	06/20/2018	Common Stock	16,829	$0	0	D

Explanation of Responses:

1. This Form is being filed in part to report the exercise of a stock option for a total of 40,000 shares by means of a stock swap. A stock swap is a method of exercising a stock option in which the option holder pays the exercise price using shares of stock already owned. As a result of this stock swap, the Reporting Person, on a net basis, acquired ownership of an additional 34,520 shares of common stock.

	/s/Mark Friedman	10/26/2017
	** 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 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).
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