Amendment: SEC Form SCHEDULE 13D/A filed by Organogenesis Holdings Inc.
$ORGO
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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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 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) |
05/14/2025 (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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
12,248,560.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, OO |
SCHEDULE 13D
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| 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
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| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
7,928,570.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| 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. 11 (this "Amendment No. 11") 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, Amendment No. 7 to the statement on Schedule 13D filed on November 14, 2024, Amendment No. 8 to the statement on Schedule 13D filed on January 3, 2025, Amendment No. 9 to the statement on Schedule 13D filed on January 13, 2025, and Amendment No. 10 to the statement on Schedule 13D filed on June 26, 2025 (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, RED Holdings, LLC and Josette Ades (each, a "Group Member" and, collectively, the "Group"). The Original Statement, as amended by this Amendment No. 11 (the "Statement"), relates to 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. 11 supplements Item 3 and amends and restates Items 2 and 5(a)-(c), as set forth below. Except as set forth in this Amendment No. 11, all previous Items in the Original Statement remain unchanged.
As previously reported in the Original Statement, on June 24, 2025, the Group Members determined that, in light of the termination of the Controlling Stockholders' Agreement on March 10, 2025, and the expiration of the term of the directors last nominated and elected pursuant thereto at the Issuer's 2025 Annual Meeting of Stockholders, the Group Members no longer constitute a "group" within the meaning of Rule 13d-5 under the Act.
This Amendment No. 11 relates solely to Shares held by Mr. Nussdorf, the GN 2016 Family Trust u/a/d August 12, 2016 (the "GN Trust") and the GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 (the "GN GRAT", together with the GN Trust, the "Trusts", and the Trusts, together with Mr. Nussdorf, the "Reporting Persons" and each a "Reporting Person"). | ||
| Item 2. | Identity and Background | |
| (a) | The names of the Reporting Persons are Glenn H. Nussdorf, the GN Trust and the GN GRAT. | |
| (b) | The business address of Mr. Nussdorf and the Trusts is 35 Sawgrass Drive, Bellport, NY 11713. | |
| (c) | Mr. Nussdorf is the 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. 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) | None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | 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 enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | Mr. Nussdorf is a citizen of the United States. Each of the Trusts was formed and operates in the United States. | |
| Item 5. | Interest in Securities of the Issuer | |
| (a) | 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 126,857,709 Shares, which reflects the number of Shares reported as outstanding on July 31, 2025, in the Quarterly Report on Form 10-Q filed by the Issuer on August 7, 2025. All of the Share numbers reported below, and on each Reporting Person's cover page to this Statement, are as of October 30, 2025. The cover page to this Statement for each Reporting Person is incorporated by reference in its entirety into this Item 5.
Glenn H. Nussdorf is the beneficial owner of a total of 12,248,560 Shares, representing approximately 9.7% of the outstanding Shares and consisting of (i) 3,065,591 Shares held by Mr. Nussdorf, (ii) 918,680 Shares held by the GN Trust, (iii) 7,928,570 Shares held by the GN GRAT and (iv) 335,719 Shares held by the Glenn Nussdorf 10 Year Follow On Trust Dated 11-1-1998 (the "GN Follow On 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 7,928,570 Shares, representing approximately 6.2% of the outstanding Shares. The GN GRAT holds all such Shares directly. Mr. Nussdorf is the trustee of the GN GRAT.
The cover page to this Schedule 13D for each Reporting Person is incorporated by reference in its entirety into this Item 5. | |
| (b) | 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 and the GN Follow on Trust. Mr. Nussdorf disclaims beneficial ownership of the Shares held by the Trusts and the GN Follow on Trust, except to the extent of his pecuniary interest therein. | |
| (c) | None of the Trusts nor Mr. Nussdorf have effected any transactions in Shares during the past 60 days. Notwithstanding the foregoing, on May 14, 2025, the GN Follow On Trust purchased 251,001 Shares at a weighted average price of $3.0878 per Share. These Shares were purchased in multiple transactions at prices ranging from $3.00 to $3.10, inclusive. On May 15, 2025, the GN Follow On Trust purchased 107,494 Shares at a weighted average price of $2.9862 per Share. These Shares were purchased in multiple transactions at prices ranging from $2.9725 to $3.00, inclusive. On June 9, 2025, the GN Follow On Trust sold 4,156 Shares at a weighted average price of $3.5003 per Share. These Shares were sold in multiple transactions at prices ranging from $3.50 to $3.505, inclusive. On June 10, 2025, the GN Follow On Trust sold 18,620 Shares at a weighted average price of $3.5583 per Share. These Shares were sold in multiple transactions at prices ranging from $3.55 to $3.59, inclusive. | |
| 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.
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