4//SEC Filing
Burgstahler David F 4
Accession 0001140361-18-045047
CIK 0001661181other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 9:39 PM ET
Size
27.9 KB
Accession
0001140361-18-045047
Insider Transaction Report
Form 4
Burgstahler David F
DirectorPresident and CEO10% Owner
Transactions
- Award
Class A common stock
2018-12-10+9,022,741→ 9,022,741 total(indirect: See Notes) - Award
Class A common stock
2018-12-10+6,538,732→ 15,561,473 total(indirect: See Notes) - Disposition to Issuer
Class B ordinary shares
2018-12-10−3,247,668→ 1,048,691 total(indirect: See Notes)→ Class A Ordinary Shares (3,247,668 underlying) - Award
Warrants
2018-12-10+4,100,000→ 4,100,000 total(indirect: See Notes)From: 2019-01-09Exp: 2023-12-10→ Class A Common Stock (2,050,000 underlying)
Footnotes (8)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
Documents
Issuer
Organogenesis Holdings Inc.
CIK 0001661181
Entity typeother
Related Parties
1- filerCIK 0001374179
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 9:39 PM ET
- Size
- 27.9 KB