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).
  
Check this box to indicate that a 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). See Instruction 10.
1. Name and Address of Reporting Person*
Horton Amy

(Last) (First) (Middle)
ARTIVION, INC.
1655 ROBERTS BLVD, NW

(Street)
KENNESAW GA 30144

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ARTIVION, INC. [ AORT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
VP, Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
02/28/2024
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)
Code V Amount (A) or (D) Price
Common Stock 02/23/2024 A 3,366(1) A $0 133,604 D
Common Stock 02/26/2024 S 1,168(2) D $20.2711 132,436(3) D
Common Stock 02/23/2024 A 6,418(4) A $0 138,854(3) D
Common Stock 02/26/2024 S 966(5) D $20.2711 137,888(3) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents performance stock units granted on Feb. 22, 2023. One hundred percent (100%) were issued on Feb. 23, 2024.
2. These shares were sold upon the vesting of performance stock units to pay tax withholding obligations. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction. This amendment is being filed to address an administrative error in reporting the number of shares sold in the sell to cover transaction on February 26, 2024. The original Form 4 reported that 1,186 shares were sold, when in fact, 1,168 shares were sold.
3. As a result of the administrative error in reporting the number of shares sold in the sell to cover transactions on February 26, 2024, the number of shares reported as beneficially owned in this amendment reflects an increase in the number of shares reported as beneficially owned in the original Form 4.
4. Represents performance stock units granted on Feb. 22, 2023. Fifty percent (50%) were issued on Feb. 23, 2024. The remaining shares earned in connection with the Feb. 2023 grant will be eligible to vest and be issued as follows: 25% on 02/22/2025; and 25% on 02/22/2026, assuming employment on the relevant vesting date.
5. These shares were sold upon the vesting of performance stock units to pay tax withholding obligations. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction. This amendment is being filed to address an administrative error in reporting the number of shares sold in the sell to cover transaction on February 26, 2024. The original Form 4 reported that 980 shares were sold, when in fact, 966 shares were sold.
Remarks:
/s/ Amy Horton 03/14/2024
** 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.
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