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* SIEGAL JONATHAN (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) 02/16/2022	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) Principal Accounting 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)

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)	(1)	09/30/2031	Common Stock	56,875	48.8	D
Restricted Stock Unit	(3)	(4)	Common Stock	3,750	(2)	D

Explanation of Responses:

1. These options began vesting on September 30, 2021. On the first anniversary of the date of grant, September 30, 2022, 25% of the options shall vest and become exercisable, with the remaining 75% vesting in equal quarterly installments over three (3) years thereafter.

2. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of Vericel Corporation.

3. These RSUs vest in four annual installments with the initial vesting of RSUs granted to the Reporting Person on September 30, 2022. The remaining RSUs will vest in annual installments on September 30, 2023, September 30, 2024, and September 30, 2025, respectively.

4. No expiration date for this type of award.

Remarks:

	/s/ Sean Flynn, as Attorney-in-Fact for Jonathan Siegal	03/11/2022
	** 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).
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