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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Hopper Jonathan Mark
(Last) (First) (Middle)
C/O VERICEL CORPORATION
64 SIDNEY STREET
(Street)
CAMBRIDGE MA 02139
(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 10% Owner
X Officer (give title below) Other (specify below)
Chief Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/20/2021
4. 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 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 12/20/2021 M 1,000 A $10.95 40,428(1) D
Common Stock 12/20/2021 S 1,000 D(2) $40 39,428(1) D
Common Stock 12/22/2021 M 9,000 A $10.95 48,428(1) D
Common Stock 12/22/2021 S 9,000 D(2) $40.1375 39,428(1) D
Common Stock 12/22/2021 M 10,000 A $16.66 49,428(1) D
Common Stock 12/22/2021 S 5,881 D(2) $40.0769 43,547(1) 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. 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
Stock Option (right to buy) $10.95 12/20/2021 M 1,000 (3) 08/20/2028 Common Stock 1,000 $0 56,604 D
Stock Option (right to buy) $10.95 12/22/2021 M 9,000 (3) 08/20/2028 Common Stock 9,000 $0 47,604 D
Stock Option (right to buy) $16.66 12/22/2021 M 10,000 (4) 02/06/2029 Common Stock 10,000 $0 16,000 D
Explanation of Responses:
1. These shares include shares acquired pursuant to the Issuer's 2015 Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c).
2. The sales reported in this Form 4 were effected by an automatic sale pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 11, 2021.
3. These options, representing the right to purchase 135,000 shares, became exercisable on August 20, 2019, the first anniversary of the date of grant, with 25% vesting and the remaining 75% vesting in equal quarterly installments over three years thereafter, contingent upon continued service to the Company.
4. These options, representing the right to purchase a total of 26,000 shares, became exercisable in quarterly installments, contingent upon continued service to the Company, with the first vesting date on May 6, 2019.
Remarks:
/s/ Sean Flynn, as Attorney-in-Fact for Jonathan Hopper 12/22/2021
** 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.
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 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;

(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 7th day of February, 2020.




                                               /s/ Jonathan Hopper
                                         Signature



                                           Jonathan Hopper
                                         Print Name








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