0001140361-20-026147.txt : 20201119 0001140361-20-026147.hdr.sgml : 20201119 20201119191403 ACCESSION NUMBER: 0001140361-20-026147 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201117 FILED AS OF DATE: 20201119 DATE AS OF CHANGE: 20201119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burgstahler David F CENTRAL INDEX KEY: 0001374179 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 201330071 MAIL ADDRESS: STREET 1: C/O WARNER CHILCOTT HOLDINGS CO., LTD. STREET 2: 100 ENTERPRISE DRIVE CITY: ROCKAWAY STATE: NJ ZIP: 07866 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dean Thompson CENTRAL INDEX KEY: 0001069096 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 201330072 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 18TH FLOOR STREET 2: C/O AVISTA CAPITAL PARTNERS CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: DEAN THOMPSON DATE OF NAME CHANGE: 19980827 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners IV GP, L.P. CENTRAL INDEX KEY: 0001761195 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 201330073 BUSINESS ADDRESS: STREET 1: C/O AVISTA CAPITAL HOLDINGS, LP STREET 2: 65 EAST 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: C/O AVISTA CAPITAL HOLDINGS, LP STREET 2: 65 EAST 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners (Offshore) IV, L.P. CENTRAL INDEX KEY: 0001664173 STATE OF INCORPORATION: D0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 201330074 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Partners IV, L.P. CENTRAL INDEX KEY: 0001664176 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 201330075 BUSINESS ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: 65 E. 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Acquisition, LLC CENTRAL INDEX KEY: 0001686388 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 201330076 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Acquisition Corp. CENTRAL INDEX KEY: 0001661187 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 201330077 BUSINESS ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212 593-6900 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET STREET 2: 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Avista Capital Managing Member IV, LLC CENTRAL INDEX KEY: 0001761175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 201330078 BUSINESS ADDRESS: STREET 1: C/O AVISTA CAPITAL HOLDINGS, LP STREET 2: 65 EAST 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-593-6900 MAIL ADDRESS: STREET 1: C/O AVISTA CAPITAL HOLDINGS, LP STREET 2: 65 EAST 55TH STREET, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 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 form4.xml FORM 4 X0306 4 2020-11-17 0001661181 Organogenesis Holdings Inc. ORGO 0001761175 Avista Capital Managing Member IV, LLC C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 true true 0001661187 Avista Acquisition Corp. 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 true true 0001686388 Avista Acquisition, LLC 65 EAST 55TH STREET 18TH FLOOR NEW YORK NY 10022 true true 0001664176 Avista Capital Partners IV, L.P. C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 true true 0001664173 Avista Capital Partners (Offshore) IV, L.P. C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 true true 0001761195 Avista Capital Partners IV GP, L.P. C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 true true 0001069096 Dean Thompson C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 true true 0001374179 Burgstahler David F C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 true true Class A common stock 2020-11-17 4 P 0 4272657 3.25 A 29790171 I See Notes Class A common stock 2020-11-17 4 P 0 50000 4.4481 A 29840171 I See Notes Class A common stock 2020-11-18 4 P 0 45378 4.6833 A 29885549 I See Notes Class A common stock 2020-11-19 4 P 0 36127 4.9717 A 29921676 I See Notes This statement is being filed by the following Reporting Persons: Avista Acquisition Corp. (the "Sponsor"); Avista Acquisition LLC, which is the sole shareholder of the Sponsor; Avista Capital Partners IV, L.P. ("ACP Onshore"); Avista Capital Partners (Offshore) IV, L.P. ("ACP Offshore"); Avista Capital Partners IV GP, L.P. ("Avista GP"), which is the general partner of ACP Onshore and ACP Offshore; Avista Capital Managing Member IV, LLC, which is the general partner of Avista GP; Thompson Dean; and David Burgstahler. Represents an aggregate of 2,142,071 shares of Class A common stock of the Issuer ("Common Stock") purchased by ACP Onshore and 2,130,586 shares of Common Stock purchased by ACP Offshore in the Issuer's underwritten public offering (the "Offering") that was completed on November 17, 2020. Represents the public offering price of $3.25 per share of Common Stock, without giving effect to the fee paid by the Issuer to Avista Capital Holdings, L.P., an affiliate of the Avista Funds ("Avista Management"), pursuant to the Fee Letter Agreement, dated November 12, 2020, among the Issuer, Avista Management and the Avista Funds, made in connection with the Offering, as described in the Issuer's Current Report on Form 8-K filed on November 18, 2020 and filed as Exhibit 10.1 thereto. The number of securities reported represents an aggregate number of shares of Common Stock purchased in multiple market transactions over a range of purchase prices. The price reported represents the weighted average price per share. Each Reporting Person undertakes to provide the staff of the Securities and Exchange Commission, the Issuer, or a stockholder of the Issuer, upon request, the number of shares of Common Stock purchased by the Reporting Person at each separate price within the range. Represents an aggregate of 25,065 shares of Common Stock purchased by ACP Onshore and 24,935 shares of Common Stock purchased by ACP Offshore. Purchase prices range from $4.38 to $4.50 per share, inclusive. Represents an aggregate of 22,747 shares of Common Stock purchased by ACP Onshore and 22,631 shares of Common Stock purchased by ACP Offshore. Purchase prices range from $4.58 to $4.75 per share, inclusive. Represents an aggregate of 18,111 shares of Common Stock purchased by ACP Onshore and 18,016 shares of Common Stock purchased by ACP Offshore. Purchase prices range from $4.86 to $5.00 per share, inclusive. Because of the relationship among 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. Joshua Tamaroff, an employee of an affiliate of the Reporting Persons, serves on the board of directors of the Issuer as a representative of the Reporting Persons. 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. Exhibit 99.1 Joint Filer Information, incorporated herein by reference. See Exhibit 99.1 for Signatures incorporated herein by reference 2020-11-19 EX-99.1 2 brhc10017194_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Avista Acquisition Corp.
   
Address of Joint Filer:
65 East 55th Street
 
18th Floor
 
New York, NY  10022
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Organogenesis Holdings Inc. [ORGO]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
11/17/2020
   
Designated Filer:
Avista Capital Managing Member IV, LLC

Signature:

Avista Acquisition Corp.  
   
/s/ Benjamin Silbert  
Name:
Benjamin Silbert
  
Title:
Attorney-in-Fact
  
     
11/19/2020  
Date    

1
Joint Filer Information

Name of Joint Filer:
Avista Acquisition, LLC
   
Address of Joint Filer:
65 East 55th Street
 
18th Floor
 
New York, NY  10022
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Organogenesis Holdings Inc. [ORGO]
   
Date of Earliest Transaction Required to be
  
Reported (Month/Day/Year):
11/17/2020
   
Designated Filer:
Avista Capital Managing Member IV, LLC

Signature:

Avista Acquisition, LLC  
   
/s/ Benjamin Silbert  
Name:
Benjamin Silbert
  
Title:
Attorney-in-Fact
  
     
11/19/2020   
Date    

2
Joint Filer Information

Name of Joint Filer:
Avista Capital Partners IV, L.P.
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street, 18th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Organogenesis Holdings Inc. [ORGO]
   
Date of Earliest Transaction Required
  
To be Reported:
11/17/2020
   
Designated Filer:
Avista Capital Managing Member IV, LLC

Signature:

 Avista Capital Partners IV, L.P.  
 By: Avista Capital Partners IV GP, L.P.  
 By: Avista Capital Managing Member IV, LLC, its general partner 
/s/ Benjamin Silbert  
Name:
Benjamin Silbert
  
Title:
Authorized Signatory
  
     
11/19/2020   
Date    

3
Joint Filer Information

Name of Joint Filer:
Avista Capital Partners (Offshore) IV, L.P.
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street, 18th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Organogenesis Holdings Inc. [ORGO]
   
Date of Earliest Transaction Required
  
To be Reported:
11/17/2020
   
Designated Filer:
Avista Capital Managing Member IV, LLC

Signature:

Avista Capital Partners (Offshore) IV, L.P.  
By: Avista Capital Partners IV GP, L.P.  
By: Avista Capital Managing Member IV, LLC, its general partner 
/s/ Benjamin Silbert  
Name:
Benjamin Silbert
  
Title:
Authorized Signatory
  
   
11/19/2020   
Date    

4
Joint Filer Information

Name of Joint Filer:
Avista Capital Partners IV GP, L.P.
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street, 18th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Organogenesis Holdings Inc. [ORGO]
   
Date of Earliest Transaction Required
  
To be Reported:
11/17/2020
   
Designated Filer:
Avista Capital Managing Member IV, LLC

Signature:

Avista Capital Partners IV GP, L.P.  
By: Avista Capital Managing Member IV, LLC, its general partner
/s/ Benjamin Silbert  
Name:
Benjamin Silbert
  
Title:
Authorized Signatory
  
   
11/19/2020   
Date    

5
Joint Filer Information

Name of Joint Filer:
Avista Capital Managing Member IV, LLC
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street, 18th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Organogenesis Holdings Inc. [ORGO]
   
Date of Earliest Transaction Required
  
To be Reported:
11/17/2020
   
Designated Filer:
Avista Capital Managing Member IV, LLC

Signature:

Avista Capital Managing Member IV, LLC  
   
/s/ Benjamin Silbert  
Name:
Benjamin Silbert
  
Title:
Authorized Signatory
  
     
11/19/2020   
Date    

6
Name of Joint Filer:
Thompson Dean
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street, 18th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Organogenesis Holdings Inc. [ORGO]
   
Date of Earliest Transaction Required
  
To be Reported:
11/17/2020
   
Designated Filer:
Avista Capital Managing Member IV, LLC

Signature:

/s/ Benjamin Silbert  
Benjamin Silbert, as attorney-in-fact for
  
Thompson Dean
  
   
11/19/2020  
Date  

7
Name of Joint Filer:
David Burgstahler
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street, 18th Floor
 
New York, NY 10022
   
Relationship of Joint Filer to Issuer:
10% Owner
 
Director
   
Issuer Name and Ticker or Trading Symbol:
Organogenesis Holdings Inc. [ORGO]
   
Date of Earliest Transaction Required
  
To be Reported:
11/17/2020
   
Designated Filer:
Avista Capital Managing Member IV, LLC

Signature:

/s/ Benjamin Silbert  
Benjamin Silbert, as attorney-in-fact for
  
David Burgstahler
  
   
11/19/2020  
Date  


8