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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Essex Woodlands Fund IX, L.P.
 2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2015		 3. Issuer Name and Ticker or Trading Symbol
AxoGen, Inc. [AXGN]
(Last)
(First)
(Middle)
21 WATERWAY AVENUE, SUITE 225		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

THE WOODLANDS, TX 77380		 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
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 4,861,111
D (1) (2)
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Essex Woodlands Fund IX, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX 77380		     X    
Essex Woodlands Fund IX-GP, L.P.
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX 		     X    
Essex Woodlands IX, LLC
21 WATERWAY AVENUE, SUITE 225
THE WOODLANDS, TX 77380		     X    

Signatures

Essex Woodlands Fund IX, L.P.; By Essex Woodlands Fund IX-GP, L.P. its General Partner; By Essex Woodlands IX, LLC, its General Partner; By /s/ Martin P. Sutter, Managing Director 09/02/2015
**Signature of Reporting Person Date
Essex Woodlands IX-GP, L.P.; By: Essex Woodlands IX, LLC; By: /s/ Martin P. Sutter, Managing Director 09/02/2015
**Signature of Reporting Person Date
Essex Woodlands IX, LLC, By: /s/ Martin P. Sutter, Managing Director 09/02/2015
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The shares are held by Essex Woodlands Fund IX, L.P. ("Fund IX"). Essex Woodlands Fund IX-GP, L.P. (the "Fund IX-GP") is the general partner of Fund IX. Essex Woodlands IX, LLC (the "General Partner") is the general partner of the Fund IX-GP. The General Partner holds sole voting and dispositive power over the shares held by Fund IX. The managers of the General Partner are Martin P. Sutter, R. Scott Barry, Ronald Eastman, Guido J. Neels (also a member of the Issuer's board of directors), Petri Vainio and Steve Wiggins (collectively, the "Managers"), and may exercise voting and investment control over the shares only by the majority action of the Managers.
(2) Each individual Manager, the Fund-IX-GP and the General Partner disclaims beneficial ownership over the shares except to the extent of his or its respective pecuniary interest therein.

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