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SEC FORM 4 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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X
 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*
Consonance Capital Management LP
(Last) (First) (Middle)
1370 AVENUE OF THE AMERICAS
SUITE 3301
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Vericel Corp [ VCEL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/28/2016
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 03/28/2016 S 120,000 D $5.39 2,232,940 I See Footnote(1)
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
1. Name and Address of Reporting Person*
Consonance Capital Management LP
(Last) (First) (Middle)
1370 AVENUE OF THE AMERICAS
SUITE 3301
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Consonance Capman GP, LLC
(Last) (First) (Middle)
1370 AVENUE OF THE AMERICAS
SUITE 3301
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
1. Name and Address of Reporting Person*
BLUTT MITCHELL J MD
(Last) (First) (Middle)
1370 AVENUE OF THE AMERICAS
SUITE 3301
(Street)
NEW YORK NY 10019
(City) (State) (Zip)
Explanation of Responses:
1. Consonance Capital Management LP ("Management") is the indirect beneficial owner of the shares of Common Stock, no par value, held by Consonance Capital Master Account, LP (the "Master Account"). Consonance Capman GP, LLC ("Capman") is the general partner of Management. Management receives an asset-based fee, but has no pecuniary interest. Mitchell Blutt is the manager and member of Capman and has a pecuniary interest in the shares held by the Master Account as the manager and member of the general partner of the Master Account and thereby is entitled to a portion of the profits allocation. Each of Mr. Blutt, Management and Capman disclaims their beneficial ownership except to the extent of their pecuniary interest.
Remarks:
CONSONANCE CAPITAL MANAGEMENT, LP, By: Consonance Capman GP, LLC, its general partner, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 03/29/2016
CONSONANCE CAPMAN GP, LLC, Name: /s/ Mitchell J. Blutt, M.D., Title: Manager and Member 03/29/2016
MITCHELL J. BLUTT, Name: /s/ Mitchell J. Blutt, M.D. 03/29/2016
** 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).
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.
                                                               Exhibit 99


                         Form 4 Joint Filer Information


Name:                                      Consonance Capman GP, LLC

Address:                                   1370 Avenue of the Americas
                                           Suite 3301
                                           New York, NY 10019

Date of Event Requiring Statement:         03/28/16



Name:                                      Mitchell Blutt

Address:                                   1370 Avenue of the Americas
                                           Suite 3301
                                           New York, NY 10019

Date of Event Requiring Statement:         03/28/16