|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
|
Organogenesis Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
68621F102 (CUSIP Number) |
Lori Freedman Chief Administrative and Legal Officer, Organogenesis Holdings Inc., 85 Dan Road Canton, MA, 02021 (781) 575-0775 William R. Kolb Foley Hoag LLP, 155 Seaport Boulevard Boston, MA, 02210 (617) 832-1000 Ryan M. Rourke Reed Foley Hoag LLP, 155 Seaport Boulevard Boston, MA, 02210 (617) 832-1000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Alan A. Ades | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
22,319,837.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
17.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Albert Erani | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
17,920,498.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
14.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Glenn H. Nussdorf | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,912,841.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Dennis Erani | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
10,043,701.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Starr Wisdom | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
20,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Organo PFG LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,279,490.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Organo Investors LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,851,984.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Alan Ades 2014 GRAT | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,075,865.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Albert Erani Family Trust dated 12/29/2012 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Dennis Erani 2012 Issue Trust dated 12/20/12 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,382,031.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
GN 2016 Family Trust u/a/d August 12, 2016 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
918,680.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,871,320.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
RED Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,784,024.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 68621F102 |
| 1 |
Name of reporting person
Josette Ades | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,710,552.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Organogenesis Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
85 Dan Road, Canton,
MASSACHUSETTS
, 02021. | |
Item 1 Comment:
This Amendment No. 8 (this "Amendment No. 8") amends and supplements the beneficial ownership statement on Schedule 13D originally filed on December 20, 2018, as amended by Amendment No. 1 to the statement on Schedule 13D filed on November 27, 2019, Amendment No. 2 to the statement on Schedule 13D filed on November 19, 2020, Amendment No. 3 to the statement on Schedule 13D filed on May 11, 2021, Amendment No. 4 to the statement on Schedule 13D filed on June 1, 2021, Amendment No. 5 to the statement on Schedule 13D filed on December 17, 2021, Amendment No. 6 to the statement on Schedule 13D filed on December 30, 2021 and Amendment No. 7 to the statement on Schedule 13D filed on November 14, 2024 (such Schedule 13D and amendments, the "Original Statement"), on behalf of Alan A. Ades, Albert Erani, Glenn H. Nussdorf, Dennis Erani, Starr Wisdom, Organo PFG LLC, Organo Investors LLC, Dennis Erani 2012 Issue Trust dated 12/20/12, Alan Ades 2014 GRAT, Albert Erani Family Trust dated 12/29/2012, GN 2016 Family Trust u/a/d August 12, 2016, GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 and RED Holdings, LLC (collectively, the "Group"). The Original Statement, as amended by this Amendment No. 8 (the "Statement"), relates to the shares of Class A common stock, par value $0.0001 per share (the "Shares"), of Organogenesis Holdings Inc., a Delaware corporation (the "Issuer").
Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Original Statement. This Amendment No. 8 amends the Original Statement as specifically set forth herein. Except as set forth in this Amendment No. 8, all previous Items in the Original Statement remain unchanged. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Original Statement is hereby amended and restated as follows:
The names of the reporting persons are Alan A. Ades, Albert Erani, Glenn H. Nussdorf, Dennis Erani, Starr Wisdom, Organo PFG LLC ("Organo PFG"), Organo Investors LLC ("Organo Investors"), Dennis Erani 2012 Issue Trust dated 12/20/12 (the "D. Erani Trust"), Alan Ades as Trustee of the Alan Ades 2014 GRAT (the "A. Ades GRAT"), Albert Erani Family Trust dated 12/29/2012 (the "A. Erani Trust"), GN 2016 Family Trust u/a/d August 12, 2016 (the "GN Trust"), GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 (the "GN GRAT"), RED Holdings, LLC ("RED Holdings") and Josette Ades. The reporting persons are collectively referred to herein as the "Reporting Persons" or the "Controlling Entities". The D. Erani Trust, the A. Ades GRAT, the A. Erani Trust, the GN Trust and the GN GRAT are collectively referred to as the "Trusts". | |
| (b) | Item 2(b) of the Original Statement is hereby amended and restated as follows:
The business address of each of Alan Ades, Organo PFG, Organo Investors, the A. Ades GRAT, Albert Erani, the A. Erani Trust and RED Holdings, c/o Rugby Realty Co., is 300 Lighting Way, Secaucus, NJ 07094. The address of each of Dennis Erani and the D. Erani Trust is 6000 Island Boulevard, Apt. 2502, Aventura, FL 33160. The business address of Mr. Nussdorf, the GN Trust and the GN GRAT is 35 Sawgrass Drive, Bellport, NY 11713. The address of Starr Wisdom is 44 Wilson Street, Hartsdale, NY 10530. The address of Josette Ades is 134 Via Palacio, Palm Beach Gardens, FL 33418. | |
| (c) | Item 2(c) of the Original Statement is hereby amended and restated as follows:
Each of Albert Erani and Dennis Erani is retired. The present principal occupation or employment of Alan Ades is principal of Rugby Realty Co., Inc., an entity that owns real estate partnerships and is located at 300 Lighting Way, Secaucus, NJ 07094. The present principal occupation or employment of Mr. Nussdorf is President and Chief Executive Officer of Quality King Distributors, Inc., a distributor of health and beauty care products and prescription drugs located at 35 Sawgrass Drive, Bellport, NY 11713. Each of Ms. Wisdom and Ms. Ades is not currently employed.
The principal business of each of Organo PFG, Organo Investors and RED Holdings is holding, managing, investing and distributing shares of the Issuer and the proceeds therefrom. The principal business of each of the Trusts is holding, managing, investing and distributing the trust property and the proceeds therefrom. The Trusts were formed for estate planning purposes. | |
| (d) | Item 2(d) of the Original Statement is hereby amended and restated as follows:
None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | Item 2(e) of the Original Statement is hereby amended and restated as follows:
None of the Reporting Persons was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws. | |
| (f) | Item 2(f) of the Original Statement is hereby amended and restated as follows:
Each of Alan Ades, Albert Erani, Mr. Nussdorf, Dennis Erani, Ms. Wisdom and Ms. Ades is a citizen of the United States. Each of the Trusts, Organo PFG, Organo Investors and RED Holdings, LLC was formed and operates in the United States. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraph (a) of Item 5 of the Original Statement is hereby amended and restated as follows:
The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Statement, are based on a total of 125,725,796 Shares, which reflects the number of Shares reported as outstanding on December 11, 2024 in the Registration Statement on Form S-3 filed by the Issuer on December 19, 2024. All of the Share numbers reported below, and on each Reporting Person's cover page to this Statement, are as of December 31, 2024. The cover page to this Statement for each Reporting Person is incorporated by reference in its entirety into this Item 5.
Alan A. Ades is the beneficial owner of a total of 22,319,837 Shares, representing approximately 17.8% of the outstanding Shares and consisting of (i) 6,401,946 Shares held by Alan Ades, (ii) 3,075,865 Shares held by the A. Ades GRAT, (iii) 8,279,490 Shares held by Organo PFG, (iv) 2,851,984 Shares held by Organo Investors and (v) 1,710,552 Shares held by Josette Ades.
Albert Erani is the beneficial owner of a total of 17,920,498 Shares, representing approximately 14.3% of the outstanding Shares and consisting of (i) 5,000 Shares held by Albert Erani, (ii) 6,784,024 Shares held by RED Holdings, (iii) 8,279,490 Shares held by Organo PFG and (iv) 2,851,984 Shares held by Organo Investors.
Dennis Erani is the beneficial owner of a total of 10,043,701 Shares, representing approximately 8.0% of the outstanding Shares and consisting of (i) 1,314,517 Shares held by Dennis Erani, (ii) 8,382,031 Shares held by the D. Erani Trust and (iii) 347,153 Shares held by the Purchasing Trust. Susan Erani, who is Dennis Erani's spouse, and Mr. Nussdorf are co-trustees of the Purchasing Trust.
Glenn H. Nussdorf is the beneficial owner of a total of 11,912,841 Shares, representing approximately 9.5% of the outstanding Shares and consisting of (i) 2,122,841 Shares held by Mr. Nussdorf, (ii) 918,680 Shares held by the GN Trust and (iii) 8,871,320 Shares held by the GN GRAT.
Starr Wisdom is the beneficial owner of a total of 20,000 Shares, representing approximately 0.0% of the outstanding Shares. Ms. Wisdom holds all such Shares directly.
Organo PFG is the beneficial owner of a total of 8,279,490 Shares, representing approximately 6.6% of the outstanding Shares. Organo PFG holds all such Shares directly. Alan Ades and Albert Erani are the managing members of Organo PFG.
Organo Investors is the beneficial owner of a total of 2,851,984 Shares, representing approximately 2.3% of the outstanding Shares. Organo Investors holds all such Shares directly. Alan Ades and Albert Erani are the managers of Organo Investors.
The A. Ades GRAT is the beneficial owner of a total of 3,075,865 Shares, representing approximately 2.4% of the outstanding Shares. The A. Ades GRAT holds all such Shares directly. Alan Ades is trustee of the A. Ades GRAT.
The A. Erani Trust does not beneficially own any Shares. Starr Wisdom, John Wisdom and Jeffrey Baddish are co-trustees of the A. Erani Trust.
The D. Erani Trust is the beneficial owner of a total of 8,382,031 Shares, representing approximately 6.7% of the outstanding Shares. The D. Erani Trust holds all such Shares directly. Mr. Nussdorf, Susan Erani, who is Dennis Erani's spouse, and David Peretz are co-trustees of the D. Erani Trust.
The GN Trust is the beneficial owner of a total of 918,680 Shares, representing approximately 0.7% of the outstanding Shares. The GN Trust holds all such Shares directly. Michael Katz is the trustee of the GN Trust.
The GN GRAT is the beneficial owner of a total of 8,871,320 Shares, representing approximately 7.1% of the outstanding Shares. The GN GRAT holds all such Shares directly. Mr. Nussdorf is trustee of the GN GRAT.
RED Holdings is the beneficial owner of 6,784,024 Shares, representing approximately 5.4% of the outstanding Shares. RED Holdings holds all such Shares directly. Albert Erani is the sole manager of RED Holdings and the 2021 RED Trust is the sole member of RED Holdings.
Josette Ades is the beneficial owner of a total of 1,710,552 Shares, representing approximately 1.4% of the outstanding Shares. Ms. Ades holds all such Shares directly.
By virtue of the relationships described in this Statement, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by another member of such group for purposes of Section 13(d) of the Act or for any other purpose. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities. | |
| (b) | Paragraph (b) of Item 5 of the Original Statement is hereby amended and restated as follows:
Each individual Reporting Person exercises sole voting and dispositive power over the Shares held by him or her directly.
Alan A. Ades exercises sole voting and dispositive power over the Shares held by him directly, the shares held by Josette Ades, his spouse, and the Shares held by the A. Ades GRAT. Alan Ades disclaims beneficial ownership of the Shares held by Josette Ades and the A. Ades GRAT, except to the extent of his pecuniary interest therein.
Alan Ades and Albert Erani, as the managing members of Organo PFG and the managers of Organo Investors, share voting and dispositive power over the Shares held by each entity. Each of Alan Ades and Albert Erani disclaims beneficial ownership of the Shares held by each of Organo PFG and Organo Investors, except to the extent of his pecuniary interest therein.
Albert Erani exercises sole voting and dispositive power over the Shares held by him directly and RED Holdings. Alber Erani exercises shared voting and dispositive power over the Shares held by the A. Erani Trust. Albert Erani disclaims beneficial ownership of the Shares held by the A. Erani Trust, except to the extent of his pecuniary interest therein.
Dennis Erani exercises sole voting and dispositive power over the Shares held by him directly. Susan Erani, Mr. Erani's spouse, exercises shared voting and dispositive power over the Shares held by the D. Erani Trust. Dennis Erani exercises shared voting and dispositive power over the Shares held by the Purchasing Trust. Dennis Erani disclaims beneficial ownership of the Shares held by the D. Erani Trust and the Purchasing Trust, except to the extent of his pecuniary interest therein.
Glenn H. Nussdorf exercises sole voting and dispositive power over the Shares held by him directly and the Shares held by the GN GRAT. Mr. Nussdorf exercises shared voting and dispositive power over the Shares held by the GN Trust. Mr. Nussdorf disclaims beneficial ownership of the Shares held by the GN Trust and the GN GRAT, except to the extent of his pecuniary interest therein. | |
| (c) | Paragraph (c) of Item 5 of the Original Statement is hereby amended and restated as follows:
On December 31, 2024, Alan A. Ades transferred 1,710,552 Shares to Josette Ades, his spouse, as a gift for no consideration for estate planning purposes (the "Ades Transfer").
On November 27, 2024, the GN Trust entered into a Stock Repurchase Agreement with the Issuer, pursuant to which the Issuer agreed to purchase 500,000 Shares held by the GN Trust at a price of $4.057 per share (the "GN Trust Repurchase"), which represents the 10-day trailing volume weighted average price per Share as of market close on November 26, 2024.
As reported in Amendment No. 7 to the statement on Schedule 13D filed on November 14, 2024, the Repurchase (as defined in Amendment No. 7) occurred on November 12, 2024.
Except for the Ades Transfer, the GN Trust Repurchase and the Repurchase, none of the members of the Group has effected any transactions in Shares during the past 60 days." | |
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Original Statement is hereby supplemented as follows:
99.23 Josette Ades Joint Filing Agreement, dated as of January 2, 2025, filed herewith.
99.24 Power of Attorney, relating to Josette Ades, filed herewith.
99.25 Joinder Agreement of Josette Ades, dated as of December 31, 2024, filed herewith.
99.26 Stock Repurchase Agreement, dated November 27, 2024 by and between the Issuer and GN 2016 Family Trust u/a/d August 12, 2016, filed herewith.
. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|