Organogenesis Holdings Inc.

01/03/2025 | Press release | Distributed by Public on 01/03/2025 18:22

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ades Alan A.
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 RUGBY REALTY CO., INC., 300 LIGHTING WAY 		3. Date of Earliest Transaction (Month/Day/Year)
12/31/2024
(Street)
SECAUCUS, NJ 07094 		4. If Amendment, Date Original Filed (Month/Day/Year)
 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 (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/31/2024 G(1) 1,710,552 D $ 0 51,085,403(2) D
Class A Common Stock 12/31/2024 G(1) 1,710,552 A $ 0 51,085,403(2) I By spouse
Class A Common Stock 12/31/2024 G(1) 1,710,552 A $ 0 51,085,403(2) D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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
(Month/Day/Year) 		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
Ades Alan A.
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY
SECAUCUS, NJ 07094 		X X
Ades Josette
134 VIA PALACIO
PALM BEACH GARDENS, FL 33418 		X
GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016
35 SAWGRASS DRIVE
BELLPORT, NY 11713 		X
Erani Dennis
6000 ISLAND BOULEVARD
APT. 2502
AVENTURA, FL 33160 		X
Wisdom Starr
44 WILSON STREET
HARTSDALE, NY 10530 		X
RED Holdings, LLC
C/O RUGBY REALTY CO., INC.
300 LIGHTING WAY, STE 210
SECAUCUS, NJ 07094 		X

Signatures

/s/ William R. Kolb, Attorney-in-Fact 01/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On December 31, 2024, the reported securities, which were directly held by Alan A. Ades, a member of the Group (as defined below), were transferred to his spouse, Josette Ades, who is a member of the Group, as a gift for no consideration for estate planning purposes. Alan A. Ades disclaims beneficial ownership of the securities held by his spouse, and this report shall not be deemed an admission that Alan A. Ades is the beneficial owner of the securities for purposes of Section 16 or for any other purpose. None of the other members of the Group has a pecuniary interest in the transferred securities.
(2) Reflects the total number of securities held by the Group. There was no change to the total number of securities because, at all times, the transferred shares were held, either directly or indirectly, by a member of the Group.

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, RED Holdings, LLC and Josette Ades, 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. 2 of 2 filed for the Group.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.