Organogenesis Holdings Inc.

11/14/2024 | Press release | Distributed by Public on 11/14/2024 18:28

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
ERANI ALBERT
2. Issuer Name and Ticker or Trading Symbol
Organogenesis Holdings Inc. [ORGO] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RUGBY REALTY CO., INC., 300 LIGHTING WAY, STE 210 		3. Date of Earliest Transaction (Month/Day/Year)
11/12/2024
(Street)
SECAUCUS, NJ 07094 		4. If Amendment, Date 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
(City) (State) (Zip)
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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ERANI ALBERT
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY, STE 210
SECAUCUS, NJ 07094 		X
RED Holdings, LLC
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY, STE 210
SECAUCUS, NJ 07094 		X
Ades Alan A.
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY
SECAUCUS, NJ 07094 		X X
Alan Ades 2014 GRAT
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY
SECAUCUS, NJ 07094 		X
NUSSDORF GLENN H
35 SAWGRASS DRIVE
BELLPORT, NY 11713 		X X
Wisdom Starr
44 WILSON STREET
HARTSDALE, NY 10530 		X
GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016
35 SAWGRASS DRIVE
BELLPORT, NY 11713 		X
Erani Dennis
6000 ISLAND BOULEVARD
APT. 2502
AVENTURA, FL 33160 		X

Signatures

/s/ William R. Kolb, Attorney-in-Fact 11/14/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.