SEC FORM 3/A

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^*

Gold Mark Stephen

(Last)

(First)

(Middle)

13859 PROGRESS BOULEVARD

SUITE 100

(Street)

ALACHUA

32615

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/28/2013

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

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)
10/11/2011

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)
Stock Option (right to buy)	07/25/2008⁽¹⁾	07/25/2017	Common Stock	3,727	$0.27⁽²⁾⁽³⁾	D
Employee Stock Option (right to buy)	02/24/2012⁽⁴⁾	02/24/2021	Common Stock	15,019⁽⁵⁾	$0.27	D
Stock Option (right to buy)	09/29/2012⁽⁴⁾	09/29/2021	Common Stock	869	$1.07⁽²⁾⁽³⁾	D

Explanation of Responses:

1. All of these options have vested.

2. Amended to correct mistake in option exercise price after appropriate application of conversion ratio as explained in footnotes.

3. Pursuant to an Agreement and Plan of Merger, dated as of May 31, 2011, by and among LecTec Corporation ("LecTec"), Nerve Merger Sub Corp., a subsidiary of LecTec ("Merger Sub"), and AxoGen Corporation ("AC"), which the parties amended on June 30, 2011 and August 9, 2011 (as amended, the "Merger Agreement"), Merger Sub merged with and into AC, with AC continuing after the merger as the surviving corporation and a wholly owned subsidiary of LecTec (the "Merger"). The Merger was completed on September 30, 2011, and LecTec was renamed AxoGen, Inc. ("AxoGen"). In connection with the Merger, each share of AC common stock converted into 0.03727336 share of LecTec common stock at the effective time of the Merger. In connection with the Merger, each option to purchase shares of AC common stock was converted tor an option to purchase 0.03727336 of a share of AxoGen common stock.

4. These options vest annually over three years beginning with the Exercisable Date reported herein.

5. Corrected to remove Stock Options to purchase 5,964, 4,864 and 4,210 shares at $.25, $.25 and $1.00 per share, respectively, and provide correct Stock Option.

Remarks:

	/s/ Dr. Mark S. Gold	02/28/2013
	** 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).
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