Sec Form 4 Filing - ERANI ALBERT @ Organogenesis Holdings Inc. - 2022-06-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ERANI ALBERT
2. Issuer Name and Ticker or Trading Symbol
Organogenesis Holdings Inc. [ ORGO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O RUGBY REALTY CO., INC., 300 LIGHTING WAY, STE 210
3. Date of Earliest Transaction (MM/DD/YY)
06/06/2022
(Street)
SECAUCUS, NJ07094
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 06/06/2022 S 100,000 D $ 5.41( 1 ) 59,348,027( 4 ) D
Class A Common Stock 06/07/2022 S 50,000 D $ 5.49( 2 ) 59,298,027( 4 ) D
Class A Common Stock 06/08/2022 S 20,000 D $ 5.39( 3 ) 59,278,027( 4 ) D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ERANI ALBERT
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY, STE 210
SECAUCUS, NJ07094
X
NUSSDORF GLENN H
35 SAWGRASS DRIVE
BELLPORT, NY11713
X X
Dennis Erani 2012 Issue Trust dated 12/20/12
6000 ISLAND BOULEVARD
APT. 2502
AVENTURA, FL33160
X
Ades Alan A.
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY
SECAUCUS, NJ07094
X X
Organo PFG LLC
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY
SECAUCUS, NJ07094
X
Organo Investors LLC
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY
SECAUCUS, NJ07094
X
Alan Ades 2014 GRAT
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY
SECAUCUS, NJ07094
X
GN 2016 Family Trust u/a/d August 12, 2016
35 SAWGRASS DRIVE
BELLPORT, NY11713
X
Albert Erani Family Trust dated 12/29/2012
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY, STE 210
SECAUCUS, NJ07094
X
Wisdom Starr
44 WILSON STREET
HARTSDALE, NY10530
X
Signatures
/s/ William R. Kolb, Attorney-in-Fact 06/08/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $5.30 to $5.55, inclusive. The reporting person undertakes to provide to Organogenesis, any security holder of Organogenesis, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1) to this Form 4.
( 2 )The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $5.33 to $5.54, inclusive. The reporting person undertakes to provide to Organogenesis, any security holder of Organogenesis, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.
( 3 )The price reported in Column 4 is a weighted-average price. These shares were sold in multiple transactions at prices ranging from $5.34 to $5.49, inclusive. The reporting person undertakes to provide to Organogenesis, any security holder of Organogenesis, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (3) to this Form 4.
( 4 )Reflects the total number of securities held by the Group. Only Albert Erani has a pecuniary interest in the shares being sold pursuant to this Form 4. None of the other members of the Group has a pecuniary interest in the shares being sold pursuant to this Form 4.

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. 1 of 2 filed for the Group.

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