Alan A. Ades, Albert Erani, Glenn H. Nussdorf, Dennis Erani, Starr Wisdom and certain of their respective affiliates, including Organo PFG LLC ("Organo PFG"), Organo Investors LLC ("Organo Investors"), Dennis Erani 2012 Issue Trust ("D Erani Trust"), Alan Ades as Trustee of the Alan Ades 2014 GRAT ("AGRAT"), Albert Erani Family Trust dated 12/29/2012 ("A Erani Trust"), GN 2016 Family Trust u/a/d August 12, 2016 ("GN Family Trust") and GN 2016 Organo 10-Year GRAT u/a/d September 30, 2016 ("GN GRAT"), 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 qualies 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.
Alan A. Ades, Albert Erani and Glenn H. Nussdorf have been granted additional shares of common stock of the Issuer in connection with the Issuer's business combination with Organogenesis Inc. ("Organogenesis") in accordance with the terms of the Agreement and Plan of Merger dated as of August 17, 2018 among the Issuer, which was then referred to as Avista Healthcare Public Acquisition Corp., Avista Healthcare Merger Sub, Inc. and Organogenesis. Pursuant to guidance from the Securities and Exchange Commission (the "SEC"), such shares are reported separately on a Form 4 filed with the SEC on behalf of the Controlling Entities.
This is Form 3 No. 1 of 2 filed for the Controlling Entities. |