Avista Capital Partners Form 4 Organogenesis / Thompson Dean 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^*

Avista Capital Managing Member IV, LLC

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(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)
11/26/2019

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	11/26/2019		P		6,000,000(2)	A	$5(3)	24,975,165(2)	I	See Notes(1)(4)(5)

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^*

Avista Capital Managing Member IV, LLC

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avista Acquisition Corp.

(Last) (First) (Middle)

65 EAST 55TH STREET

18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avista Acquisition, LLC

(Last) (First) (Middle)

65 EAST 55TH STREET

18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners IV, L.P.

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners (Offshore) IV, L.P.

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Avista Capital Partners IV GP, L.P.

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dean Thompson

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Burgstahler David F

(Last) (First) (Middle)

C/O AVISTA CAPITAL PARTNERS

65 EAST 55TH STREET, 18TH FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Explanation of Responses:

1. 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" and together with ACP Onshore, the "Avista Funds"); 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.

2. Represents an aggregate of 3,008,064 shares of Common Stock purchased by ACP Onshore and 2,991,936 shares of Common Stock purchased by ACP Offshore in the Issuer's underwritten public offering (the "Offering") that was completed on November 26, 2019.

3. Represents the public offering price of $5.00 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 19, 2019, 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 22, 2019 and filed as Exhibit 10.1 thereto.

4. 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.

5. 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.

Remarks:

Exhibit 99.1 Joint Filer Information, incorporated herein by reference.

	See Exhibit 99.1 for Signatures incorporated herein by reference	11/27/2019
	** Signature of Reporting Person	Date
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