Organogenesis SC 13D/A / Ades Alan A. ownership change

Organogenesis (ORGO) SC 13D/AOrganogenesis / Ades Alan A. ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

Organogenesis Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

68621F102

(CUSIP Number)

Lori Freedman

Vice President and General Counsel

Organogenesis Holdings Inc.

85 Dan Road

Canton, MA 02021

Tel: (781) 575-0775

With a copy to:

William R. Kolb

Stacie S. Aarestad

Foley Hoag LLP

155 Seaport Boulevard

Boston, MA 02210

Tel: (617) 832-1000

Fax: (617) 832-7000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 15, 2021

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).


CUSIP No. 68621F102		13D		Page 2 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 3 of 18 Pages


1.		Names of Reporting Persons 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


CUSIP No. 68621F102		13D		Page 4 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 5 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 6 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 7 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 8 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 9 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 10 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 11 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 12 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102		13D		Page 13 of 18 Pages


1.		Names of Reporting Persons. 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


CUSIP No. 68621F102				Page 14 of 18 Pages

This Amendment No. 5 (this “Amendment No. 5”) amends and supplements the beneficial ownership statement on Schedule 13D originally filed on December 20, 2018 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 and GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 (collectively, the “Group”), 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 and Amendment No. 4 to the statement on Schedule 13D filed on June 1, 2021 (such Schedule 13D and amendments, the “Original Statement”). The Original Statement, as amended by this Amendment No. 5 (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. 5 amends the Original Statement as specifically set forth herein. Except as set forth in this Amendment No. 5, all previous Items in the Original Statement remain unchanged.

Item 2. Identity and Background.

Paragraphs (b) and (c) of Item 2 of the Original Statement are hereby amended and restated as follows:

“ (b) The business address of each of Alan Ades, Organo PFG, Organo Investors, the A. Ades GRAT, Albert Erani and the A. Erani Trust, 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.

(c) 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. Ms. Wisdom is not currently employed.

The principal business of each of Organo PFG and Organo Investors 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.”

Item 5. Interest in Securities of the Issuer.

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 128,641,628 Shares as reported in the quarterly report on Form 10-Q filed by the Issuer on November 9, 2021. All of the Share numbers reported below, and on each Reporting Person’s cover page to this Statement, are as of December 15, 2021. The cover page to this Statement for each Reporting Person is incorporated by reference in its entirety into this Item 5.


CUSIP No. 68621F102				Page 15 of 18 Pages

(a) Alan A. Ades is the beneficial owner of a total of 26,375,746 Shares, representing approximately 20.5% of the outstanding Shares and consisting of (i) 8,406,498 Shares held by Alan Ades, (ii) 6,837,774 Shares held by the A. Ades GRAT, (iii) 8,279,490 Shares held by Organo PFG and (iv) 2,851,984 Shares held by Organo Investors.

Albert Erani is the beneficial owner of a total of 19,176,391 Shares, representing approximately 14.9% of the outstanding Shares and consisting of (i) 652,589 Shares held by Albert Erani, (ii) 2,731,199 Shares held by the A. Erani Trust, (iii) 8,279,490 Shares held by Organo PFG, (iv) 2,851,984 Shares held by Organo Investors and (v) 4,661,129 Shares held by the Albert Erani 2014 GRAT. Albert Erani is trustee of the Albert Erani 2014 GRAT.

Dennis Erani is the beneficial owner of a total of 10,043,701 Shares, representing approximately 7.8% 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 14,963,663 Shares, representing approximately 11.6% of the outstanding Shares and consisting of (i) 2,783,663 Shares held by Mr. Nussdorf, (ii) 1,418,680 Shares held by the GN Trust and (iii) 10,761,320 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 6.4% 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 2.2% 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 6,837,774 Shares, representing approximately 5.3% 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 is the beneficial owner of a total of 2,731,199 Shares, representing approximately 2.1% of the outstanding Shares. The A. Erani Trust holds all such Shares directly. Starr Wisdom, John Wisdom and Jeffrey Baddish are co-trustees of the A. Erani Trust.


CUSIP No. 68621F102				Page 16 of 18 Pages

The D. Erani Trust is the beneficial owner of a total of 8,382,031 Shares, representing approximately 6.5% 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 1,418,680 Shares, representing approximately 1.1% 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 10,761,320 Shares, representing approximately 8.4% of the outstanding Shares. The GN GRAT holds all such Shares directly. Mr. Nussdorf is trustee of the GN GRAT.”

Paragraph (c) of Item 5 of the Original Statement is hereby amended and restated as follows:

“ (c) On December 15, 2021, the Dennis Erani 2014 GRAT transferred 5,417,900 Shares to the D. Erani Trust for no consideration (the “Dennis Erani 2014 GRAT Transfer”).

On November 18, 2021, Glenn Nussdorf purchased 25,000 Shares on the open market at a weighted-average price of $9.93 per Share. Except for such purchase and the Dennis Erani 2014 GRAT Transfer, none of the members of the Group has effected any transactions in Shares during the past 60 days.”

[signature page follows]


CUSIP No. 68621F102				Page 17 of 18 Pages

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.

December 17, 2021


ALAN A. ADES

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
Stacie S. Aarestad, Attorney-in-fact


ALBERT ERANI

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
Stacie S. Aarestad, Attorney-in-fact

DENNIS ERANI

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
Stacie S. Aarestad, Attorney-in-fact

GLENN H. NUSSDORF

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
Stacie S. Aarestad, Attorney-in-fact

STARR WISDOM

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
Stacie S. Aarestad, Attorney-in-fact

ORGANO PFG LLC

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
Stacie S. Aarestad, Attorney-in-fact


CUSIP No. 68621F102				Page 18 of 18 Pages


ORGANO INVESTORS LLC

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
		Stacie S. Aarestad, Attorney-in-fact


ALAN ADES 2014 GRAT

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
		Stacie S. Aarestad, Attorney-in-fact


ALBERT ERANI FAMILY TRUST DATED 12/29/2012

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
		Stacie S. Aarestad, Attorney-in-fact


DENNIS ERANI 2012 ISSUE TRUST DATED 12/20/12

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
		Stacie S. Aarestad, Attorney-in-fact


GN 2016 FAMILY TRUST U/A/D AUGUST 12, 2016

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
		Stacie S. Aarestad, Attorney-in-fact


GN 2016 ORGANO 10-YEAR GRAT U/A/D SEPTEMBER 30, 2016

By:		/s/ Stacie S. Aarestad, Attorney-in-fact
		Stacie S. Aarestad, Attorney-in-fact

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With

Sole Voting Power

15,244,272 Shares

Shared Voting Power

11,131,474 Shares

Sole Dispositive Power

15,244,272 Shares

Shared Dispositive Power

11,131,474 Shares