SEC Form 4 · accession 0001661181-18-000047
Organogenesis Holdings Inc. · ORGO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Dec 10, 2018 | A | 6,279,441 | — | A | 66,881,978 | D | |
| Common StockF3,F4 | Dec 10, 2018 | A | 781,904 | — | A | 67,663,882 | D | |
| Common StockF5,F6 | Dec 10, 2018 | A | 182,841 | — | A | 67,846,723 | D |
Table II — derivative securities
Explanation of responses
- F1Received by Alan A. Ades in connection with the Issuer's business combination (the "Merger") with Organogenesis Inc. ("Organogenesis") in accordance with the terms of the Agreement and Plan of Merger dated as of August 17, 2018 among the Issuer, which was then referred to as Avista Healthcare Public Acquisition Corp., Avista Healthcare Merger Sub, Inc. and Organogenesis, in exchange for 3,093,320 shares of common stock of Organogenesis previously held by Mr. Ades.
- F2The reported securities are held directly by Alan A. Ades, who is a member of the Group (as defined below).
- F3Received by Albert Erani in connection with the Merger in exchange for 385,174 shares of common stock of Organogenesis previously held by Mr. Erani.
- F4The reported securities are held directly by Albert Erani, who is a member of the Group.
- F5Received by Glenn H. Nussdorf in connection with the Merger in exchange for 90,069 shares of common stock of Organogenesis previously held by Mr. Nussdorf.
- F6The reported securities are held directly by Glenn H. Nussdorf, who is a member of the Group.
Remarks
Alan A. Ades, Albert Erani, Glenn H. Nussdorf, Dennis Erani, Starr Wisdom and certain of their respective affiliates, including Organo PFG LLC, Organo Investors LLC, Dennis Erani 2012 Issue Trust, Alan Ades as Trustee of the Alan Ades 2014 GRAT, Albert Erani Family Trust dated 12/29/2012, GN 2016 Family Trust u/a/d August 12, 2016 and GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016, referred to collectively as the "Controlling Entities", are parties to a Controlling Stockholders' Agreement dated December 10, 2018 with Organogenesis Holdings Inc. (the "Stockholders' Agreement"). The Stockholders' Agreement, among other things, provides for nomination rights of the Controlling Entities with respect to four directors of the Issuer and qualifies the Issuer as a "controlled company" under the Nasdaq listing rules. As a result of the Stockholders' Agreement, the reporting persons may be deemed to be members of a group (the "Group") holding over 10% of the outstanding shares of common stock of the issuer for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. This is Form 4 No. 1 of 2 filed for the Controlling Entities.