SC 13G/A

NAME OF REPORTING PERSON

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

EW Healthcare Partners L.P.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

AXOGEN, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

05463X106

(CUSIP Number)

Martin P. Sutter

EW Healthcare Partners L.P.

(f/k/a 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, 2018

(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 person’s 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).

SCHEDULE 13G


CUSIP No. 05463X106		Page 2 of 14 Pages


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CUSIP No. 05463X106		Page 5 of 14 Pages


CUSIP No. 05463X106		Page 6 of 14 Pages


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CUSIP No. 05463X106		Page 8 of 14 Pages


CUSIP No. 05463X106		Page 9 of 14 Pages

ORIGINAL REPORT ON SCHEDULE 13G

Item 1.

(a)

Name of Issuer: AXOGEN, INC.

(b)

Address of Issuer’s 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 EW Healthcare Partners 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 and Petri Vainio, 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) EW Healthcare Partners 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 and Petri Vainio 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);

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, 2,739,751.

For each of the Managers, 2,739,751 shares.

(b) Percent of Class.

The following percentages are calculated based on 38,672,871 shares of Common Stock outstanding on October 26, 2018, as set forth in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 29, 2018.

For each of Essex IX Fund, the Essex IX Fund GP and the Essex IX General Partner, 7.08%.

For each of the Managers, 7.08%.

(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, 2,739,751 shares.

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

For each of the Managers, 2,739,751 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, 2,739,751 shares.

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

For each of the Managers, 2,739,751 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: February 13, 2019


EW HEALTHCARE PARTNERS L.P.		INDIVIDUALS:

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

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

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