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*
Halpin Michael

(Last) (First) (Middle)
C/O VERICEL CORPORATION
64 SIDNEY STREET

(Street)
CAMBRIDGE MA 02139

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2019
3. Issuer Name and Ticker or Trading Symbol
Vericel Corp [ VCEL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
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 644 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) 05/06/2019(1) 02/06/2029 Common Stock 9,678 16.66 D
Stock Option (right to buy) 05/07/2018(2) 02/07/2028 Common Stock 22,198 7.2 D
Stock Option (right to buy) 05/06/2019(1) 02/06/2029 Common Stock 66,572 16.66 D
Stock Option (right to buy) 05/07/2018(2) 02/07/2028 Common Stock 13,132 7.2 D
Stock Option (right to buy) 04/10/2018(3) 04/10/2027 Common Stock 92,110 2.65 D
Stock Option (right to buy) 04/10/2018(3) 04/10/2027 Common Stock 2,890 2.65 D
Restricted Stock Unit (5) (6) Common Stock 7,500 (4) D
Explanation of Responses:
1. These options shall begin vesting on February 6, 2019 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.
2. These options shall begin vesting on February 7, 2018 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.
3. These options vest 25% on the first anniversary of the date of grant and 75% vesting in equal monthly installments over three years thereafter.
4. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of Vericel Corporation.
5. These RSUs vest in four annual installments with 1,875 RSUs vesting on February 6, 2020, February 6, 2021, February 6, 2022, and February 6, 2023, respectively.
6. No expiration date for this type of award.
Remarks:
Exhibit List: Exhibit 24 - Power of Attorney
/s/ Michael Halpin 06/18/2019
** 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.
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Vericel Corporation  




64 Sidney Street  




Cambridge, MA 02139  




T  617-588-5555     F  617-588-5554  




www.vcel.com  






LIMITED POWER OF ATTORNEY FOR  



SECTION 16 AND RULE 144 REPORTING OBLIGATIONS  



  



  



            Know all by these presents, that the undersigned's hereby
makes, constitutes and appoints each  



of Dominick Colangelo, Gerard Michel and Mitchell S. Bloom as the
undersigned's true and lawful  



attorney-in-fact, with full power and authority as hereinafter described on
behalf of and in the name, place  



and stead of the undersigned to:  



  



(1)         prepare, execute, acknowledge, deliver and file Forms 3, 4, and
5 (including any amendments  



thereto) with respect to the securities of Vericel Corporation, a Michigan
corporation (the "Company"),  



with the United States Securities and Exchange Commission, any national
securities exchanges and the  



Company, as considered necessary or advisable under Section 16(a) of the
Securities Exchange Act of  



1934 and the rules and regulations promulgated thereunder, as amended from
time to time (the  



"Exchange Act");  



  



(2)         prepare, execute, acknowledge, deliver and file Forms 144 in
accordance with Rule 144 under  



the Securities Act of 1933 (the Securities Act), and other documents in
connection therewith as  



necessary or desirable
 to be done under Rule 144;   



  



(2)         seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information  



on transactions in the Company's securities from any third party, including
brokers, employee benefit plan  



administrators and trustees, and the undersigned hereby authorizes any such
person to release any such  



information to the undersigned and approves and ratifies any such release
of information; and  



  



(3)         perform any and all other acts which in the discretion of such
attorney-in-fact are necessary or  



desirable for and on behalf of the undersigned in connection with the
foregoing.  



  



The undersigned acknowledges that:  



  



(1)        this Power of Attorney authorizes, but does not require, such
attorney-in-fact to act in his or her  



discretion on information provided to such attorney-in-fact without
independent verification of such  



information;  



  


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(2)         any documents prepared and/or executed by such attorney-in-fact
on behalf of the undersigned  



pursuant to this Power of Attorney will be in such form and will contain
such information and disclosure as  



such attorney-in-fact, in his or her discretion, deems necessary or
desirable;  



  



(3)         neither the Company nor such attorney-in-fact assumes (i) any
liability for the undersigned's  



responsibility to comply with the requirements of the Exchange Act or the
Securities Act, (ii) any liability of  



the undersigned for any failure to comply with such requirements, or (iii)
any obligation or liability of the  



undersigned for profit disgorgement under Section 16(b) of the Exchange
Act; and  



  



(4)         this Power of Attorney does not relieve the undersigned from
responsibility for compliance with  



the undersigned's obligations under the Securities Act or the Exchange Act,
including without limitation  



the reporting requirements under Section 16 of the Exchange Act.  



  



            The undersigned hereby gives and grants the foregoing
attorney-in-fact full power and authority  



to do and perform all and every act and thing whatsoever requisite,
necessary or appropriate to be done  



in and about the foregoing matters as fully to all intents and purposes as
the undersigned might or could  



do if present, with full power of substitution or revocation, hereby
ratifying and confirming all that such  



attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done  



by virtue of this Power of Attorney and the rights and powers herein
granted.  



              



            This Power of Attorney shall remain in full force and effect
until revoked by the undersigned in a  



signed writing delivered to such attorney-in-fact.  



  



             IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as  



of this 18th day of June, 2019.  



  



  



  



                                                  



                                         /s/ Michael Halpin
                                         Signature  



  



  



                                                  



                                           Michael Halpin
                                         Print Name  



  



  



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