SEC FORM 4 SEC Form 4
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
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Burgstahler David F

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Organogenesis Holdings Inc. [ ORGO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2018
4. 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 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 12/10/2018 A(2) 9,022,741 A (2) 9,022,741(2) I See Notes(1)(8)
Class A common stock 12/10/2018 A(3) 6,538,732 A (3) 15,561,473(4) I See Notes(1)(8)
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
Class B ordinary shares (5) 12/10/2018 D(6) 3,247,668(6) (5) (5) Class A Ordinary Shares 3,247,668 (6) 1,048,691 I See Notes(1)(8)
Warrants (7) 12/10/2018 A(2) 4,100,000(2) 01/09/2019 12/10/2023 Class A Common Stock 2,050,000 (2) 4,100,000 I See Notes(1)(8)
1. Name and Address of Reporting Person*
Burgstahler David F

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Dean Thompson

(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. This statement is being filed by the following Reporting Persons: David Burgstahler and Thompson Dean. Messrs. Burgstahler and Dean are managers of Avista Acquisition LLC, the sole shareholder of Avista Acquisition Corp. (the "Sponsor"), and are members of the investment committee of Avista Capital Partners IV GP, L.P., the general partner of Avista Capital Partners IV, L.P. ("Fund IV") and Avista Capital Partners (Offshore) IV, L.P. ("Offshore Fund IV"), and each has veto rights over the voting and disposition of the securities of the Issuer.
2. The Reporting Persons acquired indirectly in a private placement from Avista Healthcare Public Acquisition Corp. (prior to the Issuer's Business Combination) an aggregate of 9,022,741 shares of Class A common stock, including 4,523,497 shares owned through Fund IV and 4,499,244 shares owned through Offshore Fund IV, and an aggregate of 4,100,000 warrants to purchase shares of Class A common stock, including 2,055,510 warrants to purchase 1,027,755 shares through Fund IV and 2,044,490 warrants to purchase 1,022,245 shares owned through Offshore Fund IV warrants to purchase one-half of one share of Class A common stock for an aggregate purchase price of $46,000,000.
3. The Reporting Persons acquired indirectly 3,278,154 shares of Class A common stock through Fund IV and 3,260,578 shares of Class A common stock through Offshore Fund IV, in each case, at an exchange ratio of 2.03 shares of the Issuer's Class A common stock for each share of common stock of Organogenesis Inc. in connection with the consummation of the business combination pursuant to that certain Agreement and Plan of Merger, dated as of August 17, 2018, by and among the Avista Healthcare Public Acquisition Corp., Avista Healthcare Merger Sub, Inc. and Organogenesis Inc.
4. Represents 7,801,651 shares of Class A common stock indirectly owned by the Reporting Persons through Fund IV and 7,759,802 shares of Class A common stock indirectly owned by the Reporting Persons through Offshore Fund IV.
5. Pursuant to the Amended and Restated Memorandum and Articles of Association (the "Articles") of the Issuer, the Class B ordinary shares, par value $0.0001 per share (the "Class B Shares") will automatically convert into Class A ordinary shares, par value $0.0001 per share, of the Issuer at the time of the Issuer's Business Combination, as defined in the Articles, on a one-for-one basis, subject to adjustment, and have no expiration date.
6. The 3,247,668 Class B Shares were indirectly forfeited by the Reporting Persons to the Issuer through Sponsor for no consideration prior to the closing of the Business Combination.
7. 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.
8. Because of the relationship between 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. 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:
Avista Healthcare Public Acquisition Corp. changed its name to Organogenesis Holdings Inc. in connection with the consummation of a business combination. Exhibit 99.1 Joint Filer Information, incorporated herein by reference.
/s/ Benjamin Silbert Attorney-in-Fact for David Burgstahler 12/12/2018
/s/ Benjamin Silbert Attorney-in-Fact for Thompson Dean 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 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).
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Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Thompson Dean
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street 18th Floor
 
New York, NY  10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director; Officer (Executive Chairman)
   
Issuer Name and Ticker or Trading Symbol:
Avista Healthcare Public Acquisition Corp. [AHPA]
   
Date of Earliest Transaction Required
To be Reported (Month/Day/Year):
12/10/2018
   
Designated Filer:
David Burgstahler



Name of Joint Filer:
David Burgstahler
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street 18th Floor
 
New York, NY  10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director; Officer (President and Chief Executive Officer)
   
Issuer Name and Ticker or Trading Symbol:
Avista Healthcare Public Acquisition Corp. [AHPA]
   
Date of Earliest Transaction Required
To be Reported (Month/Day/Year):
12/10/2018
   
Designated Filer:
David Burgstahler