SEC Form 4 · accession 0001140361-18-045047
Organogenesis Holdings Inc. · ORGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thompson Dean
Officer — Executive Chairman · Director · 10% Owner
David F Burgstahler
Officer — President & CEO · Director · 10% Owner
Period of report
Dec 10, 2018
Accepted (ET)
Dec 12, 2018 · 9:39 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001661181
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A common stockF2,F1,F8 | Dec 10, 2018 | A | 9,022,741 | — | A | 9,022,741 | I | See Notes |
| Class A common stockF3,F4,F1,F8 | Dec 10, 2018 | A | 6,538,732 | — | A | 15,561,473 | I | See Notes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B ordinary sharesF6,F1,F8,F5 | — | Dec 10, 2018 | D | 3,247,668 | D | — | — | Class A Ordinary Shares | 3,247,668 | 1,048,691 | I |
| WarrantsF2,F1,F8,F7 | — | Dec 10, 2018 | A | 4,100,000 | A | Jan 9, 2019 | Dec 10, 2023 | Class A Common Stock | 2,050,000 | 4,100,000 | I |
Explanation of responses
- F1This statement is being filed by the following Reporting Persons: David Burgstahler and Thompson Dean. Messrs. Burgstahler and Dean are managers of Avista Acquisition LLC, the sole shareholder of Avista Acquisition Corp. (the "Sponsor"), and are members of the investment committee of Avista Capital Partners IV GP, L.P., the general partner of Avista Capital Partners IV, L.P. ("Fund IV") and Avista Capital Partners (Offshore) IV, L.P. ("Offshore Fund IV"), and each has veto rights over the voting and disposition of the securities of the Issuer.
- F2The Reporting Persons acquired indirectly in a private placement from Avista Healthcare Public Acquisition Corp. (prior to the Issuer's Business Combination) an aggregate of 9,022,741 shares of Class A common stock, including 4,523,497 shares owned through Fund IV and 4,499,244 shares owned through Offshore Fund IV, and an aggregate of 4,100,000 warrants to purchase shares of Class A common stock, including 2,055,510 warrants to purchase 1,027,755 shares through Fund IV and 2,044,490 warrants to purchase 1,022,245 shares owned through Offshore Fund IV warrants to purchase one-half of one share of Class A common stock for an aggregate purchase price of $46,000,000.
- F3The Reporting Persons acquired indirectly 3,278,154 shares of Class A common stock through Fund IV and 3,260,578 shares of Class A common stock through Offshore Fund IV, in each case, at an exchange ratio of 2.03 shares of the Issuer's Class A common stock for each share of common stock of Organogenesis Inc. in connection with the consummation of the business combination pursuant to that certain Agreement and Plan of Merger, dated as of August 17, 2018, by and among the Avista Healthcare Public Acquisition Corp., Avista Healthcare Merger Sub, Inc. and Organogenesis Inc.
- F4Represents 7,801,651 shares of Class A common stock indirectly owned by the Reporting Persons through Fund IV and 7,759,802 shares of Class A common stock indirectly owned by the Reporting Persons through Offshore Fund IV.
- F5Pursuant to the Amended and Restated Memorandum and Articles of Association (the "Articles") of the Issuer, the Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's Business Combination, as defined in the Articles, on a one-for-one basis, subject to adjustment, and have no expiration date.
- F6The 3,247,668 Class B Shares were indirectly forfeited by the Reporting Persons to the Issuer through Sponsor for no consideration prior to the closing of the Business Combination.
- F7Each warrant entitles the holder to purchase from the Issuer the number of shares of Class A common stock at the price of $5.75 per half-share (or $11.50 per whole share), subject to adjustments.
- F8Because of the relationship between the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.
Remarks
Avista Healthcare Public Acquisition Corp. changed its name to Organogenesis Holdings Inc. in connection with the consummation of a business combination. Exhibit 99.1 Joint Filer Information, incorporated herein by reference.