SEC Filing | Vericel Corporation

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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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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^*

SIEGAL JONATHAN

(Last)

(First)

(Middle)

C/O VERICEL CORPORATION

64 SIDNEY STREET

(Street)

CAMBRIDGE

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)
Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/30/2022		M		937	A	$0⁽¹⁾	1,203⁽²⁾	D
Common Stock	09/30/2022		F		276⁽³⁾	D	$23.2	927⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽⁴⁾	09/30/2022		M			937	⁽¹⁾	⁽⁵⁾	Common Stock	937	⁽⁶⁾	2,813	D

Explanation of Responses:

1. The shares of common stock were acquired by the Reporting Person as a result of the vesting of Restricted Stock Units (RSUs) granted to the Reporting Person on September 30, 2021. The remaining RSUs will vest in annual installments on September 30, 2023, September 30, 2024, and September 30, 2025, respectively.

2. 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).

3. These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs.

4. Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.

5. No expiration date for this type of award.

6. The Fair Market Value of the vested derivative securities is $23.20 per share.

	/s/ Sean Flynn, as Attorney-in-Fact for Jonathan Siegal	10/04/2022
	** 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 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 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 "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;

(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

attorneys-in-fact.

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

executed as of this 11th day of March, 2022.




                                         ____/s/ Jonathan Siegal_______________
                                         Signature



                                         Jonathan Siegal_______________________
                                         Print Name


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