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*
Pennell Sandra

(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)
09/30/2020
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)
VP and Corporate Controller
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 3,440 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) 06/17/2017(1) 05/22/2027 Common Stock 3,300 2.65 D
Stock Option (right to buy) 06/20/2019(2) 03/20/2029 Common Stock 10,822 18.51 D
Stock Option (right to buy) 06/20/2019(2) 03/20/2029 Common Stock 9,178 18.51 D
Stock Option (right to buy) 06/21/2018(3) 03/21/2028 Common Stock 21,000 11.1 D
Stock Option (right to buy) 06/18/2020(4) 03/18/2030 Common Stock 10,312 7.25 D
Stock Option (right to buy) 06/18/2020(4) 03/18/2030 Common Stock 4,688 7.25 D
Stock Option (right to buy) 06/18/2016(5) 03/18/2026 Common Stock 7,900 4.61 D
Stock Option (right to buy) 06/17/2017(1) 03/17/2027 Common Stock 7,700 2.9 D
Stock Option (right to buy) 02/11/2016(6) 02/11/2025 Common Stock 20,000 3.63 D
Restricted Stock Unit (8) (9) Common Stock 1,500 (7) D
Restricted Stock Unit (10) (9) Common Stock 2,000 (7) D
Explanation of Responses:
1. These options began vesting on March 17, 2017 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.
2. These options began vesting on March 20, 2019 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.
3. These options began vesting on March 21, 2018 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.
4. These options began vesting on March 18, 2020 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.
5. These options began vesting on March 18, 2016 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.
6. These options, representing the right to purchase 20,000 shares, became exercisable on February 11, 2016, the first anniversary of the date of grant, with 25% vesting and the remaining 75% vesting in equal quarterly installments over three years thereafter.
7. Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of Vericel Corporation.
8. These RSUs vest in four annual installments. The first installment of RSUs vested on March 20, 2020 and are shown in the holdings reported in Table I. The remaining 1,500 RSUs will vest in annual installments on March 20, 2021, March 20, 2022, and March 20, 2023, respectively.
9. No expiration date for this type of award.
10. These RSUs vest in four annual installments with 500 RSUs vesting on March 18, 2021, March 18, 2022, March 18, 2023 and March 18, 2024, respectively.
Remarks:
/s/ Sandra L. Pennell 10/02/2020
** 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.
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