Sec Form 4 Filing - NUSSDORF GLENN H @ 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
NUSSDORF GLENN H
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)
35 SAWGRASS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/03/2019
(Street)
BELLPORT, NY11713
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 50,000 ( 1 ) A $ 4.3786 ( 2 ) 67,896,723 D
Class A Common Stock 09/03/2019 P 100 ( 3 ) A $ 4.25 67,896,823 D
Class A Common Stock 09/04/2019 P 50,000 ( 1 ) A $ 4.6238 ( 4 ) 67,946,823 D
Class A Common Stock 09/05/2019 P 5,000 ( 5 ) A $ 4.5328 ( 6 ) 67,951,823 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 Beneficial ly 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
NUSSDORF GLENN H
35 SAWGRASS DRIVE
BELLPORT, NY11713
X X
Wisdom Starr
44 WILSON STREET
HARTSDALE, NY10530
X
Signatures
/s/ Stacie S. Aarestad, Attorney-in-Fact 09/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities were purchased and are held directly by Glenn H. Nussdorf, who is a member of the Group (as defined below).
( 2 )The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $4.28 to $4.48, inclusive. The reporting person undertakes to provide to Organogenesis Holdings Inc. ("ORGO"), any security holder of ORGO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (2) to this Form 4.
( 3 )The reported securities were purchased and are held directly by Dennis Erani, who is a member of the Group.
( 4 )The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $4.37 to $4.92, inclusive. The reporting person undertakes to provide to ORGO, any security holder of ORGO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (4) to this Form 4.
( 5 )The reported securities were purchased and are held directly by Albert Erani, who is a member of the Group.
( 6 )The price reported in Column 4 is a weighted-average price. These shares were purchased in multiple transactions at prices ranging from $4.52 to $4.55, inclusive. The reporting person undertakes to provide to ORGO, any security holder of ORGO, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (6) 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 and GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016, referred to collectively as the "Controlling Entities", 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 Controlling Entities with respect to four directors of the Issuer and qualifies the Issuer as a "controlled company" under the Nasdaq listing rules. As a result of the Stockholders' Agreement, the reporting persons may be deemed to be members of a group (the "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 Controlling Entities.

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