SEC 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
|Estimated average burden|
|hours per response:
||Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
1. Name and Address of Reporting Person*
|C/O VERICEL CORPORATION|
|64 SIDNEY STREET|
2. Issuer Name and Ticker or Trading Symbol
[ VCEL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
||Officer (give title below)
||Other (specify below)
3. Date of Earliest Transaction
4. If Amendment, Date of Original Filed
6. Individual or Joint/Group Filing (Check Applicable Line)
||Form filed by One Reporting Person
||Form filed by More than One Reporting Person
|Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned|
|1. Title of Security (Instr.
||2. Transaction Date
||2A. Deemed Execution Date, if any
||3. Transaction Code (Instr.
||4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
||6. Ownership Form: Direct (D) or Indirect (I) (Instr.
||7. Nature of Indirect Beneficial Ownership (Instr.
||(A) or (D)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned|
(e.g., puts, calls, warrants, options, convertible securities)
|1. Title of Derivative Security (Instr.
||2. Conversion or Exercise Price of Derivative Security
||3. Transaction Date
||3A. Deemed Execution Date, if any
||4. Transaction Code (Instr.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
||6. Date Exercisable and Expiration Date
||7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
||8. Price of Derivative Security (Instr.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
||10. Ownership Form: Direct (D) or Indirect (I) (Instr.
||11. Nature of Indirect Beneficial Ownership (Instr.
||Amount or Number of Shares
|Explanation of Responses:|
||/s/ Sean Flynn, as Attorney-in-Fact for Paul Wotton
||** Signature of Reporting Person
|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,
|** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
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,
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.|
LIMITED POWER OF ATTORNEY FOR
SECTION 16 AND RULE 144 REPORTING OBLIGATIONS
Know all by these presents, that the undersigned hereby makes, constitutes
and appoints each of Dominick C. Colangelo, Joseph Mara and Sean C. Flynn
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
(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;
(3) 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
(4) 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.
Additionally, 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;
(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 attorneys-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
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 28th day of April, 2021.
___/s/ Paul Wotton_______________
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