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 * Hagen Heidi	2. Issuer Name and Ticker or Trading Symbol Vericel Corp [ VCEL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) C/O VERICEL CORPORATION, 64 SIDNEY STREET	3. Date of Earliest Transaction (MM/DD/YYYY) 5/19/2021
(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
Common Stock	5/19/2021		M		1500 (1)	A	$6	5000	D
Common Stock	5/19/2021		M		3000 (1)	A	$4.12	8000	D
Common Stock	5/19/2021		M		2250 (1)	A	$6	10250	D

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)	$6	5/19/2021		M			1500	(2)	8/23/2023	Common Stock	1500	$0	0	D
Stock Option (right to buy)	$6	5/19/2021		M			2250	(3)	8/23/2023	Common Stock	2250	$0	0	D
Stock Option (right to buy)	$4.12	5/19/2021		M			3000	(4)	5/7/2024	Common Stock	3000	$0	0	D

Explanation of Responses:
(1)	The Reporting Person has elected to exercise and hold these shares at this time.
(2)	These options, representing the right to purchase a total of 1,500 shares, became exercisable in equal monthly installments over one year, beginning on August 23, 2013, contingent upon continued service to the Company.
(3)	These options, representing the right to purchase a total of 2,250 shares, became exercisable in equal monthly installments over nine months, beginning on August 23, 2013, contingent upon continued service to the Company.
(4)	These options, representing the right to purchase a total of 3,000 shares, became exercisable in equal monthly installments over one year, beginning on May 7, 2014, contingent upon continued service to the Company.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hagen Heidi C/O VERICEL CORPORATION 64 SIDNEY STREET CAMBRIDGE, MA 02139	X

Signatures
/s/ Sean Flynn, as Attorney-in-Fact for Heidi Hagen		5/20/2021
**Signature of Reporting Person		Date