SEC FORM 3

SEC Form 3

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^*

Donovan Michael Patrick

(Last)

(First)

(Middle)

C/O AXOGEN, INC.

13631 PROGRESS BOULEVARD, SUITE 400

(Street)

ALACHUA

32615

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/22/2015

3. Issuer Name and Ticker or Trading Symbol
AxoGen, Inc. [ AXGN ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice President, Operations

5. 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 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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽¹⁾	01/13/2018	Common Stock	4,659	$0.27	D
Employee Stock Option (right to buy)	⁽²⁾	12/16/2018	Common Stock	35,000	$2.74	D
Employee Stock Option (right to buy)	01/04/2013	01/04/2020	Common Stock	1,500	$2.9	D
Employee Stock Option (right to buy)	⁽³⁾	01/02/2021	Common Stock	5,000	$4.81	D
Employee Stock Option (right to buy)	⁽⁴⁾	12/29/2021	Common Stock	10,000	$3.67	D

Explanation of Responses:

1. All shares pursuant to the employee stock option became fully vested on January 13, 2015 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vested on January 13, 2012 (12 months from the option grant date) and an additional 12.5% of the aggregate shares vested each 6 months thereafter.

2. All shares pursuant to the employee stock option will be fully vested on December 16, 2015 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vested on December 16, 2012 (12 months from the option grant date) and an additional 12.5% of the aggregate shares have vested or will vest each 6 months thereafter.

3. All shares pursuant to the employee stock option will be fully vested on January 2, 2018 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares vested on January 2, 2015 (12 months from the option grant date) and an additional 12.5% of the aggregate shares have vested or will vest each 6 months thereafter.

4. All shares pursuant to the employee stock option will be fully vested on December 29, 2018 (4 years from the option grant date) based upon a vesting schedule whereby 25% of the aggregate shares will vest on December 29, 2015 (12 months from the option grant date) and an additional 12.5% of the aggregate shares will vest each 6 months thereafter.

	/s/ Michael Patrick Donovan	09/24/2015
	** 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.