0001661181-18-000049.txt : 20181212 0001661181-18-000049.hdr.sgml : 20181212 20181212211940 ACCESSION NUMBER: 0001661181-18-000049 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181210 FILED AS OF DATE: 20181212 DATE AS OF CHANGE: 20181212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NUSSDORF GLENN H CENTRAL INDEX KEY: 0001244191 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 181232059 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Wisdom Starr CENTRAL INDEX KEY: 0001760694 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 181232060 MAIL ADDRESS: STREET 1: C/O ORGANOGENESIS INC. STREET 2: 85 DAN ROAD CITY: CANTON STATE: MA ZIP: 02021 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Organogenesis Holdings Inc. CENTRAL INDEX KEY: 0001661181 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 85 DAN ROAD CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 781-575-0775 MAIL ADDRESS: STREET 1: 85 DAN ROAD CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: Avista Healthcare Public Acquisition Corp. DATE OF NAME CHANGE: 20151215 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-12-10 0001661181 Organogenesis Holdings Inc. ORGO 0001244191 NUSSDORF GLENN H 35 SAWGRASS DRIVE BELLPORT NY 11713 1 0 1 0 0001760694 Wisdom Starr 44 WILSON STREET HARTSDALE NY 10530 0 0 1 0 Common Stock 2018-12-10 4 A 0 6279441 A 66881978 D Common Stock 2018-12-10 4 A 0 781904 A 67663882 D Common Stock 2018-12-10 4 A 0 182841 A 67846723 D Received 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. The reported securities are held directly by Alan A. Ades, who is a member of the Group (as defined below). Received by Albert Erani in connection with the Merger in exchange for 385,174 shares of common stock of Organogenesis previously held by Mr. Erani. The reported securities are held directly by Albert Erani, who is a member of the Group. Received 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. The reported securities are held directly by Glenn H. Nussdorf, who is a member of the Group. 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. 2 of 2 filed for the Controlling Entities. /s/ Stacie S. Aarestad, Attorney-in-Fact 2018-12-12