SEC FORM 3

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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Halpin Michael

(Last)

(First)

(Middle)

C/O VERICEL CORPORATION

64 SIDNEY STREET

(Street)

CAMBRIDGE

02139

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2019

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)
	Chief Operating 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)
Common Stock	644	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	05/06/2019⁽¹⁾	02/06/2029	Common Stock	9,678	$16.66	D
Stock Option (right to buy)	05/07/2018⁽²⁾	02/07/2028	Common Stock	22,198	$7.2	D
Stock Option (right to buy)	05/06/2019⁽¹⁾	02/06/2029	Common Stock	66,572	$16.66	D
Stock Option (right to buy)	05/07/2018⁽²⁾	02/07/2028	Common Stock	13,132	$7.2	D
Stock Option (right to buy)	04/10/2018⁽³⁾	04/10/2027	Common Stock	92,110	$2.65	D
Stock Option (right to buy)	04/10/2018⁽³⁾	04/10/2027	Common Stock	2,890	$2.65	D
Restricted Stock Unit	⁽⁵⁾	⁽⁶⁾	Common Stock	7,500	⁽⁴⁾	D

Explanation of Responses:

1. These options shall begin vesting on February 6, 2019 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.

2. These options shall begin vesting on February 7, 2018 and shall vest and become exercisable in equal quarterly installments over the course of the following four (4) year period.

3. These options vest 25% on the first anniversary of the date of grant and 75% vesting in equal monthly installments over three years thereafter.

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

5. These RSUs vest in four annual installments with 1,875 RSUs vesting on February 6, 2020, February 6, 2021, February 6, 2022, and February 6, 2023, respectively.

6. No expiration date for this type of award.

Remarks:

Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Michael Halpin	06/18/2019
	** 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.
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.