Avista Capital Managing Member VI, LLC - 12 Nov 2024 Form 3 Insider Report for Organogenesis Holdings Inc. (ORGO)

Role
10%+ Owner
Signature
AVISTA HEALTHCARE PARTNERS III, L.P, by Avista Capital Partners VI GP, L.P., its general partner, by Avista Capital Managing Member VI, LLC, its general partner /s/ Benjamin Silbert, Authorized Representative
Issuer symbol
ORGO
Transactions as of
12 Nov 2024
Net transactions value
$0
Form type
3
Filing time
19 Nov 2024, 16:05:08 UTC
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding ORGO Class A Common Stock, par value $0.0001 per share 2,178,317 12 Nov 2024 Direct F1, F6, F7
holding ORGO Class A Common Stock, par value $0.0001 per share 1,555,704 12 Nov 2024 Direct F2, F6, F7

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding ORGO Series A Convertible Preferred Stock 12 Nov 2024 Class A Common Stock, par value $0.0001 per share 26,502,042 See Explanation of Responses F3, F4, F5, F6, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents shares of common stock directly held by Thompson Dean.
F2 Represents shares of common stock directly held by David Burgstahler.
F3 Avista Healthcare Partners III, L.P. ("AHP III") directly owns 65,750 shares of the Issuer's Series A Convertible Preferred Stock, par value $0.0001 per share (the "Convertible Preferred Stock"), and AHP III Orchestra Holdings, L.P. ("AHP III Orchestra") directly owns 64,250 shares of Convertible Preferred Stock. Avista Capital Partners VI GP, L.P. ("ACP VI GP") is the general partner of each of AHP III and AHP III Orchestra, and Avista Capital Managing Member VI, LLC ("Avista Managing Member") is the general partners of ACP VI GP. Thompson Dean and David Burgstahler are the managers of Avista Managing Member.
F4 The Convertible Preferred Stock is convertible at the option of a holder at any time into shares of common stock of the Issuer at an initial implied conversion price of $3.7917 per share; provided, however, the maximum number of shares of common stock issuable upon conversion of the Convertible Preferred Stock prior to receipt by the Issuer of stockholder approval (the "Requisite Stockholder Approval"), as contemplated by Nasdaq listing rules, is an aggregate of 26,502,042 shares of common stock (the "Share Cap"), and until the Requisite Stockholder Approval is obtained, no person or group of persons may beneficially own shares of common stock issuable upon conversion of the Convertible Preferred Stock in an amount greater than 19.99% of the then-outstanding shares of common stock.. The Convertible Preferred Stock has no expiration date.
F5 Represents the number of shares of the Issuer's common stock that the Convertible Preferred Stock held by AHP III and AHP III Orchestra is currently convertible into due to the Share Cap.
F6 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.
F7 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 24.1 - Power of Attorney