SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Ades Alan A.

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Organogenesis Holdings Inc. [ ORGO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/03/2019
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/03/2019 P 50,000(1) A $4.3786(2) 67,896,723 D
Class A Common Stock 09/03/2019 P 100(3) A $4.25 67,896,823 D
Class A Common Stock 09/04/2019 P 50,000(1) A $4.6238(4) 67,946,823 D
Class A Common Stock 09/05/2019 P 5,000(5) A $4.5328(6) 67,951,823 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Ades Alan A.

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ERANI ALBERT

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Erani Dennis

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Organo PFG LLC

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Organo Investors LLC

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Alan Ades 2014 GRAT

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Albert Erani Family Trust dated 12/29/2012

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dennis Erani 2012 Issue Trust dated 12/20/12

(Last) (First) (Middle)
C/O A&E STORES, INC.
1000 HUYLER STREET

(Street)
TETERBORO NJ 07608

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016

(Last) (First) (Middle)
35 SAWGRASS DRIVE

(Street)
BELLPORT NY 11713

(City) (State) (Zip)
1. Name and Address of Reporting Person*
GN 2016 Family Trust u/a/d August 12, 2016

(Last) (First) (Middle)
35 SAWGRASS DRIVE

(Street)
BELLPORT NY 11713

(City) (State) (Zip)
Explanation of Responses:
1. The reported securities were purchased and are held directly by Glenn H. Nussdorf, who is a member of the Group (as defined below).
2. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $4.28 to $4.48, inclusive. The reporting person undertakes to provide to Organogenesis Holdings Inc. ("ORGO"), any security holder of ORGO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2) to this Form 4.
3. The reported securities were purchased and are held directly by Dennis Erani, who is a member of the Group.
4. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $4.37 to $4.92, inclusive. The reporting person undertakes to provide to ORGO, any security holder of ORGO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4) to this Form 4.
5. The reported securities were purchased and are held directly by Albert Erani, who is a member of the Group.
6. The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $4.52 to $4.55, inclusive. The reporting person undertakes to provide to ORGO, any security holder of ORGO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (6) to this Form 4.
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.
/s/ Stacie S. Aarestad, Attorney-in-Fact 09/05/2019
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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