SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person* NUSSDORF GLENN H (Last) (First) (Middle) 35 SAWGRASS DRIVE (Street) BELLPORT NY 11713 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 12/10/2018	3. Issuer Name and Ticker or Trading Symbol Organogenesis Holdings Inc. [ ORGO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,710,552	D(1)
Common Stock	154,612	D(2)
Common Stock	670,071	D(3)
Common Stock	1,380,138	D(4)
Common Stock	111,484	D(5)
Common Stock	2,475,822	D(6)
Common Stock	653,452	D(3)
Common Stock	30,754,500	D(4)
Common Stock	2,740,500	D(5)
Common Stock	1,489,779	D(7)
Common Stock	2,731,199	D(8)
Common Stock	2,964,131	D(9)
Common Stock	1,167,250	D(10)
Common Stock	11,012,750	D(11)
Common Stock	586,297	D(12)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* NUSSDORF GLENN H (Last) (First) (Middle) 35 SAWGRASS DRIVE (Street) BELLPORT NY 11713 (City) (State) (Zip)

1. Name and Address of Reporting Person* Wisdom Starr (Last) (First) (Middle) 44 WILSON STREET (Street) HARTSDALE NY 10530 (City) (State) (Zip)

Explanation of Responses:

1. The reported securities are held directly by Alan A. Ades, who is a member of the Group (as defined below).

2. The reported securities are held directly by Albert Erani, who is a member of the Group.

3. The reported securities are held directly by Dennis Erani, who is a member of the Group.

4. The reported securities are held directly by Organo PFG (as defined below), which is a member of the Group. Alan A. Ades and Albert Erani are managing members of Organo PFG and they share voting and investment power over the shares of common stock held by such entity. Each of Mr. Ades and Mr. Erani disclaim beneficial ownership of the shares of common stock held by Organo PFG, except to the extent of his pecuniary interest therein.

5. The reported securities are held directly by Organo Investors (as defined below), which is a member of the Group. Alan A. Ades and Albert Erani are managing members of Organo Investors and they share voting and investment power over the shares of common stock held by such entity. Each of Mr. Ades and Mr. Erani disclaim beneficial ownership of the shares of common stock held by Organo Investors, except to the extent of his pecuniary interest therein.

6. The reported securities are held directly by Glenn H. Nussdorf, who is a member of the Group.

7. The reported securities are held directly by AGRAT (as defined below), which is a member of the Group. Alan A. Ades exercises voting and investment power over the shares of common stock held by Mr. Ades as the trustee of AGRAT. Mr. Ades disclaims beneficial ownership of the shares of common stock held by Mr. Ades as the trustee of AGRAT, except to the extent of his pecuniary interest therein.

8. The reported securities are held directly by A Erani Trust (as defined below), which is a member of the Group. Starr Wisdom is a trustee of A Erani Trust and Albert Erani exercises voting and investment power over the shares of common stock held by the A Erani Trust. Ms. Wisdom and Mr. Erani each disclaim beneficial ownership of the shares of common stock held by the A Erani Trust, except to the extent of his or her pecuniary interest therein.

9. The reported securities are held directly by D Erani Trust (as defined below), which is a member of the Group. Glenn H. Nussdorf is a trustee of D Erani Trust. Susan Erani, Dennis Erani's spouse, exercises voting and investment power over the shares of common stock held by the D Erani Trust. Mr. Erani disclaims beneficial ownership of the shares of common stock held by the D Erani Trust except to the extent of his pecuniary interest therein.

10. The reported securities are held directly by GN Family Trust (as defined below), which is a member of the Group. Glenn H. Nussdorf exercises voting and investment power over the shares of common stock held by GN Family Trust. Mr. Nussdorf disclaims beneficial ownership of the shares of common stock held by GN Family Trust, except to the extent of his pecuniary interest therein.

11. The reported securities are held directly by GN GRAT (as defined below), which is a member of the Group. Glenn H. Nussdorf is a trustee of GN GRAT and exercises voting and investment power over the shares of common stock held by GN GRAT. Mr. Nussdorf disclaims beneficial ownership of the shares of common stock held by GN GRAT, except to the extent of his pecuniary interest therein.

12. The reported securities are held directly by Starr Wisdom, who is a member of the Group.

Remarks:

Alan A. Ades, Albert Erani, Glenn H. Nussdorf, Dennis Erani, Starr Wisdom and certain of their respective affiliates, including Organo PFG LLC ("Organo PFG"), Organo Investors LLC ("Organo Investors"), Dennis Erani 2012 Issue Trust ("D Erani Trust"), Alan Ades as Trustee of the Alan Ades 2014 GRAT ("AGRAT"), Albert Erani Family Trust dated 12/29/2012 ("A Erani Trust"), GN 2016 Family Trust u/a/d August 12, 2016 ("GN Family Trust") and GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 ("GN GRAT"), referred to collectively as the "Controlling Entities", 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 Controlling Entities with respect to four directors of the Issuer and qualies the Issuer as a "controlled company" under the Nasdaq listing rules. As a result of the Stockholders' Agreement, the reporting persons may be deemed to be members of a group (the "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. Alan A. Ades, Albert Erani and Glenn H. Nussdorf have been granted additional shares of common stock of the Issuer in connection with the Issuer's business combination with Organogenesis Inc. ("Organogenesis") in accordance with the terms of the Agreement and Plan of Merger dated as of August 17, 2018 among the Issuer, which was then referred to as Avista Healthcare Public Acquisition Corp., Avista Healthcare Merger Sub, Inc. and Organogenesis. Pursuant to guidance from the Securities and Exchange Commission (the "SEC"), such shares are reported separately on a Form 4 filed with the SEC on behalf of the Controlling Entities. This is Form 3 No. 2 of 2 filed for the Controlling Entities.

	/s/ Stacie S. Aarestad, Attorney-in-Fact	12/12/2018
	** 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 5 (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).
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POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby authorizes Lori Freedman, William R. Kolb and Stacie S. Aarestad, each acting singly, to execute and caused to be filed with the United States Securities and Exchange Commission any and all documents or filings, including any amendments thereto, required to be so filed. The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do personally present, with full power of substitution, resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney's-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with all applicable laws, including Sections 13 and 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of December, 2018.



/s/ Glenn Nussdorf

Name: Glenn Nussdorf

POWER OF ATTORNEY

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby authorizes Lori Freedman, William R. Kolb and Stacie S. Aarestad, each acting singly, to execute and caused to be filed with the United States Securities and Exchange Commission any and all documents or filings, including any amendments thereto, required to be so filed. The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do personally present, with full power of substitution, resubstitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney's-in-fact substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with all applicable laws, including Sections 13 and 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of December, 2018.



/s/ Starr Wisdom

Name: Starr Wisdom