Sec Form 4 Filing - Avista Capital Managing Member IV, LLC @ Organogenesis Holdings Inc. - 2019-09-03

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
Avista Capital Managing Member IV, LLC
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O AVISTA CAPITAL PARTNERS, 65 EAST 55TH STREET, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
09/03/2019
(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 09/03/2019 P 200,000 ( 2 ) ( 3 ) A $ 4.7488 ( 2 ) ( 4 ) 17,199,665 ( 5 ) I See Notes ( 1 ) ( 12 ) ( 13 )
Class A common stock 09/04/2019 P 200,000 ( 2 ) ( 6 ) A $ 4.8961 ( 2 ) ( 7 ) 17,399,665 ( 8 ) I See Notes ( 1 ) ( 12 ) ( 13 )
Class A common stock 09/05/2019 P 177,600 ( 2 ) ( 9 ) A $ 4.8906 ( 2 ) ( 10 ) 17,577,265 ( 11 ) I See Notes ( 1 ) ( 12 ) ( 13 )
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
Avista Capital Managing Member IV, LLC
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X X
Avista Acquisition Corp.
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY10022
X X
Avista Acquisition, LLC
65 EAST 55TH STREET
18TH FLOOR
NEW YORK, NY10022
X X
Avista Capital Partners IV, L.P.
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X X
Avista Capital Partners (Offshore) IV, L.P.
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X X
Avista Capital Partners IV GP, L.P.
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X X
Dean Thompson
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X X
Burgstahler David F
C/O AVISTA CAPITAL PARTNERS
65 EAST 55TH STREET, 18TH FLOOR
NEW YORK, NY10022
X X
Signatures
See Exhibit 99.1 for Signatures incorporated herein by reference 09/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This statement is being filed by the following Reporting Persons: Avista Acquisition Corp. (the "Sponsor"); Avista Acquisition LLC, which is the sole shareholder of the Sponsor; Avista Capital Partners IV, L.P. ("ACP Onshore"); Avista Capital Partners (Offshore) IV, L.P. ("ACP Offshore"); Avista Capital Partners IV GP, L.P. ("Avista GP"), which is the general partner of ACP Onshore and ACP Offshore; Avista Capital Managing Member IV, LLC, which is the general partner of Avista GP; Thompson Dean; and David Burgstahler.
( 2 )The number of securities reported represents an aggregate number of shares of Class A common stock of the Issuer ("Common Stock") purchased in multiple market transactions over a range of purchase prices. The price reported represents the weighted average price per share. Each Reporting Person undertakes to provide the staff of the SEC, the Issuer, or a stockholder of the Issuer, upon request, the number of shares of Common Stock purchased by the Reporting Person at each separate price within the range.
( 3 )Represents an aggregate of 100,269 shares of Common Stock purchased by ACP Onshore and 99,731 shares of Common Stock purchased by ACP Offshore.
( 4 )Purchase prices range from $4.44 to $4.75 per share, inclusive.
( 5 )Represents 8,097,194 shares of Common Stock owned directly by ACP Onshore, 8,053,780 shares of Common Stock owned directly by ACP Offshore, and 1,048,691 shares of Common Stock owned directly by the Sponsor.
( 6 )Represents an aggregate of 100,269 shares of Common Stock purchased by ACP Onshore and 99,731 shares of Common Stock purchased by ACP Offshore.
( 7 )Purchase prices range from $4.70 to $4.90 per share, inclusive.
( 8 )Represents 8,197,463 shares of Common Stock owned directly by ACP Onshore, 8,153,511 shares of Common Stock owned directly by ACP Offshore, and 1,048,691 shares of Common Stock owned directly by the Sponsor.
( 9 )Represents an aggregate of 89,039 shares of Common Stock purchased by ACP Onshore and 88,561 shares of Common Stock purchased by ACP Offshore.
( 10 )Purchase prices range from $4.52 to $4.90 per share, inclusive.
( 11 )Represents 8,286,502 shares of Common Stock owned directly by ACP Onshore, 8,242,072 shares of Common Stock owned directly by ACP Offshore, and 1,048,691 shares of Common Stock owned directly by the Sponsor.
( 12 )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. Joshua Tamaroff, an employee of an affiliate of the Reporting Persons, serves on the board of directors of the Issuer as a representative of the Reporting Persons.
( 13 )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:
Exhibit 99.1 Joint Filer Information, incorporated herein by reference.

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).
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