SCHEDULE 13D/A: Key Shareholders Update Significant Holdings in Organogenesis Holdings Inc. via Schedule 13D Amendment

A group of significant shareholders, including Alan A. Ades and Albert Erani, have filed an Amendment No. 8 to their Schedule 13D, updating their beneficial ownership in Organogenesis Holdings Inc. and disclosing recent share transfers and a company repurchase.

Summary

• The filing is Amendment No. 8 to the Schedule 13D, updating beneficial ownership information for a group of reporting persons in Organogenesis Holdings Inc. (ORGO).
• The reporting group includes Alan A. Ades, Albert Erani, Glenn H. Nussdorf, Dennis Erani, Starr Wisdom, and several associated entities and trusts.
• As of December 31, 2024, the beneficial ownership percentages are based on 125,725,796 Class A Common Shares outstanding, as reported by the Issuer on December 11, 2024.
• Alan A. Ades is the beneficial owner of 22,319,837 shares, representing approximately 17.8% of the outstanding shares.
• Albert Erani is the beneficial owner of 17,920,498 shares, representing approximately 14.3% of the outstanding shares.
• Glenn H. Nussdorf is the beneficial owner of 11,912,841 shares, representing approximately 9.5% of the outstanding shares.
• Dennis Erani is the beneficial owner of 10,043,701 shares, representing approximately 8.0% of the outstanding shares.
• Starr Wisdom holds 20,000 shares, representing approximately 0.0% of the outstanding shares.
• Organo PFG LLC beneficially owns 8,279,490 shares (6.6%), and Organo Investors LLC beneficially owns 2,851,984 shares (2.3%).
• The Alan Ades 2014 GRAT holds 3,075,865 shares (2.4%), and the Dennis Erani 2012 Issue Trust holds 8,382,031 shares (6.7%).
• The GN 2016 Family Trust holds 918,680 shares (0.7%), and the GN 2016 Organo 10-Year GRAT holds 8,871,320 shares (7.1%).
• RED Holdings, LLC beneficially owns 6,784,024 shares (5.4%), and Josette Ades holds 1,710,552 shares (1.4%).
• On December 31, 2024, Alan A. Ades transferred 1,710,552 shares to Josette Ades, his spouse, as a gift for no consideration for estate planning purposes.
• On November 27, 2024, the GN 2016 Family Trust entered into a Stock Repurchase Agreement with Organogenesis Holdings Inc. to sell 500,000 shares at a price of $4.057 per share, based on the 10-day trailing volume weighted average price as of November 26, 2024.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While it primarily reports ownership changes, the company's share repurchase from a trust associated with a reporting person can be viewed as a positive action, potentially signaling confidence or a strategic use of capital. The gift transfer is neutral.

Positives

• The company's repurchase of 500,000 shares from the GN 2016 Family Trust at $4.057 per share indicates a reduction in outstanding shares, which can be a positive signal for shareholders.
• The continued significant beneficial ownership by key individuals and associated entities suggests a long-term commitment and alignment of interests with the company's performance.

Negatives

• The sale of 500,000 shares by the GN 2016 Family Trust, even as a company repurchase, represents a reduction in that specific trust's direct holding in the company.

Risks

• The concentration of a significant percentage of shares (over 17% for Alan A. Ades and over 14% for Albert Erani) within a defined group of reporting persons could imply a degree of control that might influence corporate decisions, potentially impacting other shareholders.
• The filing does not detail any new company-specific operational or financial risks; it focuses solely on beneficial ownership changes.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This filing is a routine disclosure of beneficial ownership changes and does not provide specific insights into broader industry trends or competitive landscape within the healthcare or medical devices sector.

Related Party Transactions

• On December 31, 2024, Alan A. Ades transferred 1,710,552 shares to Josette Ades, his spouse, as a gift for no consideration for estate planning purposes (the 'Ades Transfer').
• On November 27, 2024, the GN 2016 Family Trust, associated with Glenn H. Nussdorf (a reporting person), entered into a Stock Repurchase Agreement with Organogenesis Holdings Inc. for 500,000 shares at $4.057 per share.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding the ownership structure and significant holdings, which can influence perceptions of control and liquidity. The company's share repurchase could be seen as a positive for remaining shareholders by reducing the share count.
• Management: The continued significant ownership by key individuals may influence strategic decisions and corporate governance.

Key Dates

Keywords

Organogenesis Holdings Inc., ORGO, SEC filing, Schedule 13D, beneficial ownership, shareholder group, stock repurchase, share transfer, institutional investors, corporate governance, healthcare, medical devices