Statement of Changes in Beneficial Ownership (4)

FORM 4

[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Mara Joseph Anthony Jr	2. Issuer Name and Ticker or Trading Symbol Vericel Corp [ VCEL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) C/O VERICEL CORPORATION, 64 SIDNEY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 1/25/2021
(Street) CAMBRIDGE, MA 02139 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 of Derivative Security: 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
Stock Option (right to buy)	$43.63	1/25/2021		A		150832		(1)	1/25/2031	Common Stock	150832	$0	150832	D
Restricted Stock Unit	(2)	1/25/2021		A		16000		(3)	(4)	Common Stock	16000	$0	16000	D
Stock Option (right to buy)	$43.63	1/25/2021		A		9168		(1)	1/25/2031	Common Stock	9168	$0	9168	D

Explanation of Responses:
(1)	These options shall begin vesting on January 25, 2021 and shall vest and become exercisable on January 25, 2022, the first anniversary of the date of grant, with 25% vesting and the remaining 75% vesting in equal quarterly installments over three years thereafter.
(2)	Each Restricted Stock Unit (RSU) represents a contingent right to receive one share of common stock of Vericel Corporation.
(3)	These RSUs vest in four equal installments with the initial vesting of RSUs granted to the Reporting Person on March 31, 2021. The remaining RSUs will vest on June 30, 2021, September 30, 2021, and December 31, 2021, respectively.
(4)	No expiration date for this type of award.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Mara Joseph Anthony Jr C/O VERICEL CORPORATION 64 SIDNEY STREET CAMBRIDGE, MA 02139			Chief Financial Officer

Signatures
/s/ Joseph Mara		1/26/2021
**Signature of Reporting Person		Date