SEC FORM 3

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^*

Hartley Lindsey Marie

(Last)

(First)

(Middle)

13631 PROGRESS BLVD.

SUITE 400

(Street)

ALACHUA

32615

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/12/2025

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)
	CFO

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)
Common Stock	20,763	D

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)
Restricted Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	5,000	$0⁽²⁾	D
Employee Stock Option (right to purchase)	⁽³⁾	11/01/2031	Common Stock	20,000	$15.22	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	8,000	$0⁽²⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	35,000	$0⁽²⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	12,000	$0⁽²⁾	D
Employee Stock Option (right to purchase)	⁽⁷⁾	03/16/2033	Common Stock	23,700	$8.27	D
Employee Stock Option (right to purchase)	⁽⁸⁾	03/16/2032	Common Stock	7,500	$8.2	D

Explanation of Responses:

1. Shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2026 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2024 (24 months from the grant date) and an additional 25% of the aggregate shares vested or will vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date.

2. Each restricted stock unit represents a contingent right to receive one share of Axogen, Inc. common stock.

3. All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on November 1, 2025 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on November 1, 2023 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vested or will vest each 6 months thereafter.

4. Shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 16, 2027 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2025 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date.

5. All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on February 22, 2028 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 16, 2026 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date.

6. All shares of Axogen Inc. common stock underlying the restricted stock units will be fully vested on March 25, 2029 (4 years from the grant date) based upon a vesting schedule whereby 50% of the aggregate shares vest on March 25, 2027 (24 months from the grant date) and an additional 25% of the aggregate shares vest each 12 months thereafter. Vested shares will be delivered to the reporting person upon the vesting date.

7. All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2027 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2025 (24 months from the option grant date) and an additional 12.5% of the aggregate shares vest each 6 months thereafter.

8. All shares of Axogen, Inc. common stock underlying the employee stock option will be fully vested on March 16, 2026 (4 years from the option grant date) based upon a vesting schedule whereby 50% of the aggregate shares vested on March 16, 2024 (24 months from the option grant date) and an additional 12.5% of the aggregate shares have vested or will vest each 6 months thereafter.

Remarks:

	/s/ Lindsey Hartley	05/16/2025
	** 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.

New insider Hartley Lindsey Marie claimed ownership of 20,763 shares (SEC Form 3)