Large owner Erani Albert disposed of $2,575,156 worth of shares (815,000 units at $3.16) and returned $20,875,288 worth of shares to the company (6,606,731 units at $3.16), decreasing direct ownership by 13% to 51,585,403 units (SEC Form 4)
$ORGO
Biotechnology: Pharmaceutical Preparations
Health Care
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Organogenesis Holdings Inc. [ ORGO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 11/12/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 11/12/2024 | J | 224,668 | D | $3.1597(1) | 58,782,466(2) | D | |||
| Class A Common Stock | 11/12/2024 | J | 590,332 | D | $3.1597(1) | 58,192,134(3) | D | |||
| Class A Common Stock | 11/12/2024 | D | 294,000 | D | $3.1597(1) | 57,898,134(4) | D | |||
| Class A Common Stock | 11/12/2024 | D | 3,761,909 | D | $3.1597(1) | 54,136,225(5) | D | |||
| Class A Common Stock | 11/12/2024 | D | 2,550,822 | D | $3.1597(1) | 51,585,403(6) | D | |||
|
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*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. The price reported in Column 4 is the 10-day trailing volume weighted average price of the Class A common stock as of market close on November 11, 2024. |
| 2. Reflects the total number of securities held by the Group. Only Albert Erani has a pecuniary interest in the shares redeemed by Organogenesis pursuant to a Stock Repurchase Agreement reflected on the first line of Table I of this Form 4. None of the other members of the Group has a pecuniary interest in such shares. |
| 3. Reflects the total number of securities held by the Group. Only RED Holdings, LLC has a pecuniary interest in the shares redeemed by Organogenesis pursuant to a Stock Repurchase Agreement reflected in the second line of Table I of this Form 4. None of the other members of the Group has a pecuniary interest in such shares, except for Albert Erani, who is the sole manager of RED Holdings, LLC, and who disclaims ownership of the shares held by RED Holdings, LLC, except to the extent of his pecuniary interest therein. |
| 4. Reflects the total number of securities held by the Group. Only Alan A. Ades has a pecuniary interest in the shares redeemed by Organogenesis pursuant to a Stock Repurchase Agreement reflected on the third line of Table I of this Form 4. None of the other members of the Group has a pecuniary interest in such shares. |
| 5. Reflects the total number of securities held by the Group. Only the Alan Ades 2014 GRAT has a pecuniary interest in the shares redeemed by Organogenesis pursuant to a Stock Repurchase Agreement reflected in the fourth line of Table I of this Form 4. None of the other members of the Group has a pecuniary interest in such shares, except for Alan A. Ades, who is the Trustee of the Alan Ades 2014 GRAT, and who disclaims ownership of the shares held by the Alan Ades 2014 GRAT, except to the extent of his pecuniary interest therein. |
| 6. Reflects the total number of securities held by the Group. Only Glenn H. Nussdorf has a pecuniary interest in the shares redeemed by Organogenesis pursuant to a Stock Repurchase Agreement reflected on the fifth line of Table I of this Form 4. None of the other members of the Group has a pecuniary interest in such shares. |
| 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, GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 and RED Holdings, LLC, referred to collectively as the "Group", 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 Group with respect to four directors of the Issuer. As a result of the Stockholders' Agreement, the reporting persons may be deemed to be members of a 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 Group. |
| /s/ William R. Kolb, Attorney-in-Fact | 11/14/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||