Nussdorf Glenn H Form 4 Organogenesis / GLENN H NUSSDORF ownership change

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^*

NUSSDORF GLENN H

(Last) (First) (Middle)

35 SAWGRASS DRIVE

(Street)

BELLPORT NY 11713

(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)
12/10/2018

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
Common Stock	12/10/2018		A		6,279,441	A	(1)	66,881,978	D(2)
Common Stock	12/10/2018		A		781,904	A	(3)	67,663,882	D(4)
Common Stock	12/10/2018		A		182,841	A	(5)	67,846,723	D(6)

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^*

NUSSDORF GLENN H

(Last) (First) (Middle)

35 SAWGRASS DRIVE

(Street)

BELLPORT NY 11713

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wisdom Starr

(Last) (First) (Middle)

44 WILSON STREET

(Street)

HARTSDALE NY 10530

(City) (State) (Zip)

Explanation of Responses:

1. 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.

2. The reported securities are held directly by Alan A. Ades, who is a member of the Group (as defined below).

3. 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.

4. The reported securities are held directly by Albert Erani, who is a member of the Group.

5. 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.

6. The 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. 2 of 2 filed for the Controlling Entities.

	/s/ Stacie S. Aarestad, Attorney-in-Fact	12/12/2018
	** Signature of Reporting Person	Date
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