0001140361-18-045047.txt : 20181212 0001140361-18-045047.hdr.sgml : 20181212 20181212213957 ACCESSION NUMBER: 0001140361-18-045047 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20181210 FILED AS OF DATE: 20181212 DATE AS OF CHANGE: 20181212 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Burgstahler David F CENTRAL INDEX KEY: 0001374179 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 181232082 MAIL ADDRESS: STREET 1: C/O WARNER CHILCOTT HOLDINGS CO., LTD. STREET 2: 100 ENTERPRISE DRIVE CITY: ROCKAWAY STATE: NJ ZIP: 07866 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dean Thompson CENTRAL INDEX KEY: 0001069096 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37906 FILM NUMBER: 181232083 MAIL ADDRESS: STREET 1: 65 EAST 55TH STREET, 18TH FLOOR STREET 2: C/O AVISTA CAPITAL PARTNERS CITY: NEW YORK STATE: NY ZIP: 10022 FORMER NAME: FORMER CONFORMED NAME: DEAN THOMPSON DATE OF NAME CHANGE: 19980827 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Organogenesis Holdings Inc. CENTRAL INDEX KEY: 0001661181 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 85 DAN ROAD CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 781-575-0775 MAIL ADDRESS: STREET 1: 85 DAN ROAD CITY: CANTON STATE: MA ZIP: 02021 FORMER COMPANY: FORMER CONFORMED NAME: Avista Healthcare Public Acquisition Corp. DATE OF NAME CHANGE: 20151215 4 1 form4.xml FORM 4 X0306 4 2018-12-10 0001661181 Organogenesis Holdings Inc. ORGO 0001374179 Burgstahler David F C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 true true true President & CEO 0001069096 Dean Thompson C/O AVISTA CAPITAL PARTNERS 65 EAST 55TH STREET, 18TH FLOOR NEW YORK NY 10022 true true true Executive Chairman Class A common stock 2018-12-10 4 A 0 9022741 A 9022741 I See Notes Class A common stock 2018-12-10 4 A 0 6538732 A 15561473 I See Notes Class B ordinary shares 2018-12-10 4 D 0 3247668 D Class A Ordinary Shares 3247668 1048691 I See Notes Warrants 2018-12-10 4 A 0 4100000 A 2019-01-09 2023-12-10 Class A Common Stock 2050000 4100000 I See Notes 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. 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. 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. 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. 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. 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. 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. 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. Avista Healthcare Public Acquisition Corp. changed its name to Organogenesis Holdings Inc. in connection with the consummation of a business combination. Exhibit 99.1 Joint Filer Information, incorporated herein by reference. /s/ Benjamin Silbert Attorney-in-Fact for David Burgstahler 2018-12-12 /s/ Benjamin Silbert Attorney-in-Fact for Thompson Dean 2018-12-12 EX-99.1 2 ex99_1.htm EXHIBIT 99.1
Exhibit 99.1

Joint Filer Information

Name of Joint Filer:
Thompson Dean
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street 18th Floor
 
New York, NY  10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director; Officer (Executive Chairman)
   
Issuer Name and Ticker or Trading Symbol:
Avista Healthcare Public Acquisition Corp. [AHPA]
   
Date of Earliest Transaction Required
To be Reported (Month/Day/Year):
12/10/2018
   
Designated Filer:
David Burgstahler


Name of Joint Filer:
David Burgstahler
   
Address of Joint Filer:
c/o Avista Capital Partners
 
65 East 55th Street 18th Floor
 
New York, NY  10022
   
Relationship of Joint Filer to Issuer:
10% Owner; Director; Officer (President and Chief Executive Officer)
   
Issuer Name and Ticker or Trading Symbol:
Avista Healthcare Public Acquisition Corp. [AHPA]
   
Date of Earliest Transaction Required
To be Reported (Month/Day/Year):
12/10/2018
   
Designated Filer:
David Burgstahler