Initial Statement of Beneficial Ownership (3)
October 02 2020 - 4:06PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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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
*
Pennell Sandra |
2. Date of Event Requiring Statement (MM/DD/YYYY)
9/30/2020
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3. Issuer Name and Ticker or Trading Symbol
Vericel Corp [VCEL]
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(Last)
(First)
(Middle)
C/O VERICEL CORPORATION, 64 SIDNEY STREET |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner
___X___ Officer (give title below) _____ Other (specify below)
VP and Corporate Controller / |
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(Street)
CAMBRIDGE, MA 02139
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 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 Beneficially Owned
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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 | 3440 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (right to buy) | 6/17/2017 (1) | 5/22/2027 | Common Stock | 3300 | $2.65 | D | |
| Stock Option (right to buy) | 6/20/2019 (2) | 3/20/2029 | Common Stock | 10822 | $18.51 | D | |
| Stock Option (right to buy) | 6/20/2019 (2) | 3/20/2029 | Common Stock | 9178 | $18.51 | D | |
| Stock Option (right to buy) | 6/21/2018 (3) | 3/21/2028 | Common Stock | 21000 | $11.10 | D | |
| Stock Option (right to buy) | 6/18/2020 (4) | 3/18/2030 | Common Stock | 10312 | $7.25 | D | |
| Stock Option (right to buy) | 6/18/2020 (4) | 3/18/2030 | Common Stock | 4688 | $7.25 | D | |
| Stock Option (right to buy) | 6/18/2016 (5) | 3/18/2026 | Common Stock | 7900 | $4.61 | D | |
| Stock Option (right to buy) | 6/17/2017 (1) | 3/17/2027 | Common Stock | 7700 | $2.90 | D | |
| Stock Option (right to buy) | 2/11/2016 (6) | 2/11/2025 | Common Stock | 20000 | $3.63 | D | |
| Restricted Stock Unit | (8) | (9) | Common Stock | 1500 | (7) | D | |
| Restricted Stock Unit | (10) | (9) | Common Stock | 2000 | (7) | D | |
| Explanation of Responses: |
| (1) | These options began vesting on March 17, 2017 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period. |
| (2) | These options began vesting on March 20, 2019 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period. |
| (3) | These options began vesting on March 21, 2018 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period. |
| (4) | These options began vesting on March 18, 2020 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period. |
| (5) | These options began vesting on March 18, 2016 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period. |
| (6) | These options, representing the right to purchase 20,000 shares, became exercisable on February 11, 2016, the first anniversary of the date of grant, with 25% vesting and the remaining 75% vesting in equal quarterly installments over three years thereafter. |
| (7) | Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of Vericel Corporation. |
| (8) | These RSUs vest in four annual installments. The first installment of RSUs vested on March 20, 2020 and are shown in the holdings reported in Table I. The remaining 1,500 RSUs will vest in annual installments on March 20, 2021, March 20, 2022, and March 20, 2023, respectively. |
| (9) | No expiration date for this type of award. |
| (10) | These RSUs vest in four annual installments with 500 RSUs vesting on March 18, 2021, March 18, 2022, March 18, 2023 and March 18, 2024, respectively. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Pennell Sandra
C/O VERICEL CORPORATION
64 SIDNEY STREET
CAMBRIDGE, MA 02139 |
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| VP and Corporate Controller |
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Signatures
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| /s/ Sandra L. Pennell | | 10/2/2020 |
| **Signature of Reporting Person | Date |
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