Avista Healthcare Partners III Files SC 13D for Organogenesis Holdings

TL;DR

**Avista Healthcare Partners III just dropped a 13D on Organogenesis Holdings. Big stake update.**

AI Summary

Avista Healthcare Partners III, L.P. and its affiliates, including AHP III ORCHESTRA HOLDINGS, L.P., AVISTA CAPITAL MANAGING MEMBER VI, LLC, AVISTA CAPITAL PARTNERS VI GP, L.P., David Burgstahler, and Thompson Dean, have filed an SC 13D on November 19, 2024, regarding their holdings in Organogenesis Holdings Inc. The filing indicates a change in beneficial ownership, with the group now holding a significant stake in the company.

Why It Matters

This filing signals a potential shift in control or influence for Organogenesis Holdings Inc., as a significant investment group has updated its stake, which could impact future strategic decisions and stock performance.

Risk Assessment

Risk Level: medium — SC 13D filings often precede significant corporate actions or changes in control, introducing uncertainty and potential volatility for the stock.

Key Players & Entities

• Avista Healthcare Partners III, L.P. (company) — Filing entity
• Organogenesis Holdings Inc. (company) — Subject company
• AHP III ORCHESTRA HOLDINGS, L.P. (company) — Group member
• AVISTA CAPITAL MANAGING MEMBER VI, LLC (company) — Group member
• AVISTA CAPITAL PARTNERS VI GP, L.P. (company) — Group member
• David Burgstahler (person) — Group member
• Thompson Dean (person) — Group member

FAQ

Key Financial Figures

• $0.0001 — me of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securiti
• $1,000 — o be issued upon the conversion of each $1,000 of liquidation preference of Series A C
• $130.0 m — g ), for an aggregate offering price of $130.0 million, before deducting commissions and

Filing Documents

• d896717dsc13d.htm (SC 13D) — 142KB
• d896717dex991.htm (EX-99.1) — 9KB
• d896717dex994.htm (EX-99.4) — 7KB
• 0001193125-24-261721.txt ( ) — 159KB

From the Filing

SC 13D 1 d896717dsc13d.htm SC 13D SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. __) Organogenesis Holdings Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 68621F102 (CUSIP Number) Avista Healthcare Partners 65 East 55th Street, 18th Floor New York, NY 10022 Tel No. (212) 593-6900 ATTN: Ben Silbert, Esq. (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 12, 2024 (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 ( Act ) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 68621F102 SCHEDULE 13D 1 NAMES OF REPORTING PERSONS Avista Healthcare Partners III, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 17,340,628 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 17,340,628 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,340,628 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.6% (1) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (1) On November 12, 2024, the Issuer issued an aggregate of 130,000 shares of Series A Convertible Preferred Stock to the Reporting Persons. The number and percentage of shares of the Issuers common stock ( Common Stock ) beneficially owned by Avista Healthcare Partners III, L.P. has been calculated based on 17,340,628 shares of Common Stock issuable upon conversion of 65,750 shares of Series A Convertible Preferred Stock of the Issuer issued to Avista Healthcare Partners III, L.P. on November 12, 2024, assuming a conversion rate of 263.7358 shares of Common Stock to be issued upon the conversion of each $1,000 of liquidation preference of Series A Convertible Preferred Stock (the Conversion Rate ). The maximum number of shares of Common Stock to be issued upon conversion of the Series A Convertible Preferred Stock until the Company receives stockholder approval (the Requisite Stockholder Approval ), as contemplated by Nasdaq listing rules, is 26,502,042 shares of Common Stock, and until the Requisite Stockholder Approval is obtained, no person or group of persons may beneficially own shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock in an amount that is greater than 19.99% of the then-outstanding shares of Common Stock. See Item 5. CUSIP No. 68621F102 SCHEDULE 13D 1 NAMES OF REPORTING PERSONS AHP III Orchestra Holdings, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)(b) 3 SEC USE ONLY 4 SOURCE OF FUNDS (SEE INSTRUCTIONS) OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E) 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 7 SOLE VOTING POWER 0 8 SHARED VOTING POWER 16,945,025 (1) 9 SOLE DISPOSITIVE POWER 0 10 SHARED DISPOSITIVE POWER 16,945,025 (1) 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,945,025 (1) 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.3% (1) 14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN (1) On November 12, 2024, the Issuer issued an aggregate of 130,000 shares of Series A Convertible Preferred Stock to the Reporting Persons. The number and percentage of shares of Common Stock beneficially owned by AHP III Orchestra Holdings, L.P. has been calculated based on 16,945,025 shares of Common Stock issuable upon conversion of 64,250 shares of Series A Convertible Preferred Stock of the Issuer issued to AHP III Orchestra Holdings, L.P. on November 12, 2024 at the Conversion Rate. The maximum number of shares of Common Stock to be issued upon conversion of the Series A Convertible Preferred Stock until the

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