Sec Form 4 Filing - Burgstahler David F @ Organogenesis Holdings Inc. - 2018-12-10

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 Burgstahler David F 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 (Last) (First) (Middle) C/O AVISTA CAPITAL PARTNERS, 65 EAST 55TH STREET, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/10/2018 (Street) NEW YORK, NY10022 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 12/10/2018 A( 2 ) 9,022,741 A 9,022,741 ( 2 ) I See Notes ( 1 ) ( 8 ) Class A common stock 12/10/2018 A( 3 ) 6,538,732 A 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 (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 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Burgstahler David F C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY10022 X X President & CEO Dean Thompson C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK, NY10022 X X Executive Chairman Signatures /s/ Benjamin Silbert Attorney-in-Fact for David Burgstahler 12/12/2018 Signature of Reporting Person Date /s/ Benjamin Silbert Attorney-in-Fact for Thompson Dean 12/12/2018 Signature of Reporting Person Date

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.

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