Sean Flynn - Feb 24, 2025 Form 4 Insider Report for Vericel Corp (VCEL)

Role
Chief Legal Officer
Signature
/s/ Sean Flynn
Stock symbol
VCEL
Transactions as of
Feb 24, 2025
Transactions value $
-$156,556
Form type
4
Date filed
2/26/2025, 04:05 PM
Previous filing
Feb 24, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VCEL Common Stock Options Exercise $0 +3K +396.83% $0.00 3.76K Feb 24, 2025 Direct F1, F2
transaction VCEL Common Stock Tax liability -$69.7K -1.33K -35.44% $52.33 2.43K Feb 24, 2025 Direct F2, F3
transaction VCEL Common Stock Sale -$86.9K -1.67K -68.82% $52.07 756 Feb 25, 2025 Direct F2, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VCEL Restricted Stock Unit Options Exercise +3K +50% 9K Feb 24, 2025 Common Stock 3K Direct F1, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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 February 22, 2024. The remaining RSUs will vest in annual installments on February 22, 2026, February 22, 2027, and February 22, 2028, respectively.
F2 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).
F3 These shares were withheld by the Issuer to satisfy the tax withholding requirements in connection with the vesting of RSUs.
F4 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 March 13, 2024.
F5 Each RSU represents a contingent right to receive one share of common stock of Vericel Corporation.
F6 No expiration date for this type of award.
F7 The Fair Market Value of the vested derivative securities is $52.33 per share.