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NAME OF REPORTING PERSON

  S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

  Essex Woodlands Fund IX, L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

Accession Number:: 0001193125-18-094605
Form Type:: 13G Filing
Publication Date:: 2018-03-23 21:39:32

Filed By:: Essex Woodlands Fund Ix, L.p.
Company:: Axogen Inc. (NASDAQ:AXGN)
Filing Date:: 2018-03-26
SEC Url:: 13G Filing

Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name	Sole Voting Power	Shared Voting Power	Sole Dispositive Power	Shared Dispositive Power	Aggregate Amount Owned Power	Percent of Class
Essex Woodlands Fund IX	3,711,111	0	3,711,111	0	3,711,111	10.80%
Essex Woodlands Fund IX-GP	3,711,111	0	3,711,111	0	3,711,111	10.80%
Essex Woodlands IX	3,711,111	0	3,711,111	0	3,711,111	10.80%
Martin P. Sutter	0	3,711,111	0	3,711,111	3,711,111	10.80%
R. Scott Barry	0	3,711,111	0	3,711,111	3,711,111	10.80%
Ronald Eastman	0	3,711,111	0	3,711,111	3,711,111	10.80%
Guido J. Neels	0	3,711,111	0	3,711,111	3,711,111	10.80%
Petri Vainio	0	3,711,111	0	3,711,111	3,711,111	10.80%
Steve Wiggins	0	3,711,111	0	3,711,111	3,711,111	10.80%

Filing

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

AXOGEN, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05463X106

(CUSIP Number)

Martin P. Sutter

Essex Woodlands Fund IX, L.P.

21 Waterway Avenue, Suite 225

The Woodlands, Texas 77380

(281) 364-1555

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 31, 2017

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐

Rule 13d-1(b)

☒

Rule 13d-1(c)

☐

Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 05463X106				SCHEDULE 13G		Page 2 of 15 Pages


CUSIP No. 05463X106						Page 3 of 15 Pages


CUSIP No. 05463X106						Page 4 of 15 Pages


CUSIP No. 05463X106						Page 5 of 15 Pages


CUSIP No. 05463X106						Page 6 of 15 Pages


CUSIP No. 05463X106						Page 7 of 15 Pages


CUSIP No. 05463X106						Page 8 of 15 Pages


CUSIP No. 05463X106						Page 9 of 15 Pages


CUSIP No. 05463X106						Page 10 of 15 Pages

ORIGINAL REPORT ON SCHEDULE 13G

Item 1.

(a)

Name of Issuer: AXOGEN, INC.

(b)

Address of Issuers Principal Executive Offices:

13631 Progress Boulevard, Suite 400

Alachua, Florida 32615

Item 2.

(a) Name of Person Filing: This Schedule 13G is being filed jointly by Essex Woodlands Fund IX, L.P., a Delaware limited partnership (Essex IX Fund), Essex Woodlands Fund IX-GP, L.P., a Delaware limited partnership (the Essex IX Fund GP), Essex Woodlands IX, LLC, a Delaware limited liability company (Essex IX General Partner), Martin P. Sutter, an individual, R. Scott Barry, an individual, Ronald Eastman, an individual, Guido J. Neels, an individual, Petri Vainio, an individual and Steve Wiggins, an individual (each a Manager, collectively, the Managers, and together with the Essex IX Fund, Essex IX Fund GP and the Essex IX General Partner, the Reporting Persons).

(b) Address of Principal Business Office: The address of the principal business of each of the Reporting Persons is 21 Waterway, Suite 225, The Woodlands, Texas 77380.

(c) Citizenship: (i) Essex Woodlands Fund IX, L.P. is a Delaware limited partnership; (ii) Essex Woodlands Fund IX-GP, L.P. is a Delaware limited partnership; (iii) Essex Woodlands IX, LLC is a Delaware limited liability company; (iv) Martin P. Sutter, R. Scott Barry, Ronald Eastman, Guido J. Neels, Petri Vainio and Steve Wiggins are all individuals who are citizens of the United States.

(d) Title and Class of Securities: Common Stock

(e) CUSIP Number: 05463X106

Item 3. If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:


(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a 8).

(e)	☐	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	☐	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);



(g)	☐	A parent holding company or control person in accordance with § 240.13d- 1(b)(1)(ii)(G);

(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	☐	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a 3);

(j)	☐	Group, in accordance with § 240.13d-1(b)(1)(ii)(J).

Item 4. Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a)

Amount Beneficially Owned.

For each of Essex IX Fund, the Essex IX Fund GP and the Essex IX General Partner, 3,711,111.

For each of the Managers, 3,711,111 shares.

(b)

Percent of Class.

For each of Essex IX Fund, the Essex IX Fund GP and the Essex IX General Partner, 10.80%.

For each of the Managers, 10.80%.

(c)

Number of shares as to which such person has:

(i) Sole power to vote or to direct the vote:

For each of Essex IX Fund, the Essex IX Fund GP and the Essex IX General Partner, 3,711,111 shares.

(ii) Shared power to vote or to direct the vote:

For each of the Managers, 3,711,111 shares.

(iii) Sole power to dispose or to direct the disposition of:

For each of Essex IX Fund, the Essex IX Fund GP and the Essex IX General Partner, 3,711,111 shares.

(iv) Shared power to dispose or to direct the disposition of:

For each of the Managers, 3,711,111 shares.

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person

N/A

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company

N/A

Item 8. Identification and Classification of Members of the Group

N/A

Item 9. Notice of Dissolution of Group

N/A

Item 10. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having the purpose or effect.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Date: March 23, 2018


ESSEX WOODLANDS FUND IX, L.P.			INDIVIDUALS:

By:	Essex Woodlands Fund IX-GP, L.P.,
	Its General Partner

By:	Essex Woodlands IX, LLC,			/s/ Martin P. Sutter
	Its General Partner		Name:	Martin P. Sutter

By:	/s/ Martin P. Sutter			/s/ R. Scott Barry
	Name:	Martin P. Sutter	Name:	R. Scott Barry
	Title:	Managing Director

ESSEX WOODLANDS FUND IX-GP, L.P.				/s/ Ronald Eastman
By:	Essex Woodlands IX, LLC,		Name:	Ronald Eastman
	Its General Partner

By:	/s/ Martin P. Sutter			/s/ Guido J. Neels
	Name:	Martin P. Sutter	Name:	Guido J. Neels
	Title:	Managing Director

ESSEX WOODLANDS IX, LLC				/s/ Petri Vainio
		/s/ Martin P. Sutter	Name:	Petri Vainio
	Name:	Martin P. Sutter
	Title:	Managing Director		/s/ Steve Wiggins
			Name:	Steve Wiggins

Exhibit 1

JOINT FILING AGREEMENT

Each of the undersigned agrees that (i) the statement on Schedule 13G relating to the Common Stock of AxoGen, Inc., has been adopted and filed on behalf of each of them, (ii) all future amendments to such statement on Schedule 13G/A will, unless written notice to the contrary is delivered as described below, be jointly filed on behalf of each of them, and (iii) the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934 apply to each of them. This agreement may be terminated with respect to the obligations to jointly file future amendments to such statement on Schedule 13G as to any of the undersigned upon such person giving written notice thereof to each of the other persons signature hereto, at the principal office thereof.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Date: March 23, 2018


ESSEX WOODLANDS FUND IX, L.P.			INDIVIDUALS:
By:	Essex Woodlands Fund IX-GP, L.P.,
	Its General Partner			/s/ Martin P. Sutter
By:	Essex Woodlands IX, LLC,		Name:	Martin P. Sutter
	Its General Partner
By:	/s/ Martin P. Sutter			/s/ R. Scott Barry
	Name:	Martin P. Sutter	Name:	R. Scott Barry
	Title:	Managing Director
ESSEX WOODLANDS FUND IX-GP, L.P.				/s/ Ronald Eastman
By:	Essex Woodlands IX, LLC,		Name:	Ronald Eastman
	Its General Partner			/s/ Guido J. Neels
By:	/s/ Martin P. Sutter		Name:	Guido J. Neels
	Name:	Martin P. Sutter
	Title:	Managing Director		/s/ Petri Vainio
ESSEX WOODLANDS IX, LLC			Name:	Petri Vainio
	/s/ Martin P. Sutter
Name:	Martin P. Sutter
Title:	Managing Director			/s/ Steve Wiggins
			Name:	Steve Wiggins