| 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/10/2018 |
3. Issuer Name and Ticker or Trading Symbol
Organogenesis Holdings Inc. [ ORGO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) |
| Class A Common Stock | 9,022,741(2) | I | See Notes(1)(2)(5)(6) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Warrants | 01/09/2019 | 12/10/2023 | Class A common stock | 2,050,000(3) | (4) | I | See Notes(1)(3)(5)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. This statement is being filed by the following Reporting Persons: Avista Capital Partners IV, L.P. ("Fund IV"), Avista Capital Partners (Offshore) IV, L.P. ("Offshore Fund IV"), Avista Capital Partners IV GP, L.P. ("Fund IV GP"), which is the general partner of Fund IV and Offshore Fund IV; and Avista Capital Managing Member IV, LLC ("Fund IV GP Managing Member"), which is the general partner of Fund IV GP. |
| 2. Represents 4,523,497 shares of Class A common stock owned directly by Fund IV and 4,499,244 shares of Class A common stock owned directly by Offshore Fund IV, in each case, following the completion of a private placement by Avista Healthcare Public Acquisition Corp. (the "Issuer"). |
| 3. Represents 2,055,510 warrants to purchase 1,027,755 shares of Class A common stock owned directly by Fund IV and 2,044,490 warrants to purchase 1,022,245 shares of Class A common stock owned directly by Offshore Fund IV, in each case, following the completion of a private placement by the Issuer. |
| 4. Each warrant entitles the holder to purchase from the Issuer the number of shares of Class A common stock at the price of $5.75 per half-share (or $11.50 per whole share), subject to adjustments. |
| 5. 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. |
| 6. 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: |
| See Exhibit 99.1, Joint Filer information incorporated herein by reference. In connection with the closing a business combination, the Issuer's name was changed to Organogenesis Holdings Inc. |
| See Exhibit 99.1 for Signatures | 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). | ||
| 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. | ||
Exhibit 99.1
Joint Filer Information
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Name of Joint Filer:
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Avista Capital Partners IV, L.P.
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Address of Joint Filer:
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c/o Avista Capital Partners
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65 East 55th Street, 18th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Organogenesis Holdings Inc. [ORGO]
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Date of Event Requiring
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Statement (Month/Day/Year):
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December 10, 2018
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Designated Filer:
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Avista Capital Managing Member IV, LLC
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Signature:
Avista Capital Partners IV, L.P.
By: Avista Capital Partners IV GP, L.P.
By: Avista Capital Managing Member IV, LLC, its general partner
| /s/ Benjamin Silbert |
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Name:
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Benjamin Silbert | |
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Title:
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Authorized Signatory |
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December 12, 2018
Date
Exhibit 99.1
Joint Filer Information
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Name of Joint Filer:
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Avista Capital Partners (Offshore) IV, L.P.
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Address of Joint Filer:
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c/o Avista Capital Partners
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65 East 55th Street, 18th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Organogenesis Holdings Inc. [ORGO]
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Date of Event Requiring
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Statement (Month/Day/Year):
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December 10, 2018
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Designated Filer:
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Avista Capital Managing Member IV, LLC
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Signature:
Avista Capital Partners (Offshore) IV, L.P.
By: Avista Capital Partners IV GP, L.P.
By: Avista Capital Managing Member IV, LLC, its general partner
| /s/ Benjamin Silbert | ||
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Name:
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Benjamin Silbert | |
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Title:
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Authorized Signatory | |
December 12, 2018
Date
Exhibit 99.1
Joint Filer Information
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Name of Joint Filer:
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Avista Capital Partners IV GP, L.P.
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Address of Joint Filer:
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c/o Avista Capital Partners
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65 East 55th Street, 18th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Organogenesis Holdings Inc. [ORGO]
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Date of Event Requiring
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Statement (Month/Day/Year):
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December 10, 2018
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Designated Filer:
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Avista Capital Managing Member IV, LLC
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Signature:
Avista Capital Partners IV GP, L.P.
By: Avista Capital Managing Member IV, LLC, its general partner
| /s/ Benjamin Silbert | ||
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Name:
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Benjamin Silbert | |
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Title:
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Authorized Signatory | |
December 12, 2018
Date
Exhibit 99.1
Joint Filer Information
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Name of Joint Filer:
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Avista Capital Managing Member IV, LLC
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Address of Joint Filer:
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c/o Avista Capital Partners
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65 East 55th Street, 18th Floor
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New York, NY 10022
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Relationship of Joint Filer to Issuer:
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10% Owner
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Issuer Name and Ticker or Trading Symbol:
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Organogenesis Holdings Inc. [ORGO]
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Date of Event Requiring
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Statement (Month/Day/Year):
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December 10, 2018
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Designated Filer:
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Avista Capital Managing Member IV, LLC
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Signature:
Avista Capital Managing Member IV, LLC
| /s/ Benjamin Silbert | ||
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Name:
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Benjamin Silbert | |
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Title:
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Authorized Signatory | |
December 12, 2018
Date