RED Holdings, LLC - Dec 28, 2021 Form 4 Insider Report for Organogenesis Holdings Inc. (ORGO)

Role
10%+ Owner
Signature
/s/ Stacie S. Aarestad, Attorney-in-Fact
Stock symbol
ORGO
Transactions as of
Dec 28, 2021
Transactions value $
$0
Form type
4
Date filed
12/30/2021, 03:31 PM
Previous filing
Dec 27, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ORGO Class A Common Stock Gift $0 -4.66M -7.27% $0.00 59.4M Dec 28, 2021 By the Albert Erani 2014 GRAT F1, F2
transaction ORGO Class A Common Stock Gift $0 +4.66M +8.51% $0.00 59.4M Dec 28, 2021 Direct F1, F2
transaction ORGO Class A Common Stock Gift $0 -7.39M -11.06% $0.00 59.4M Dec 28, 2021 Direct F2, F3
transaction ORGO Class A Common Stock Gift $0 +7.39M +14.2% $0.00 59.4M Dec 28, 2021 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 28, 2021, the reported securities, which were indirectly held by Albert Erani, a member of the Group (as defined below), were transferred by the Albert Erani 2014 GRAT to the Albert Erani Family Trust dated 12/29/2012, which is a member of the Group, as a gift for no consideration for estate planning purposes. None of the other members of the Group has a pecuniary interest in the transferred securities.
F2 Reflects the total number of securities held by the Group. There was no change to the total number of securities because, at all times, the transferred shares were held, either directly or indirectly, by a member of the Group.
F3 On December 28, 2021, the reported securities, which were directly held by the Albert Erani Family Trust dated 12/29/2012, a member of the Group, were transferred to RED Holdings, LLC, which is a member of the Group, as a gift for no consideration for estate planning purposes. None of the other members of the Group has a pecuniary interest in the transferred securities, 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.

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.