Sec Form 13D Filing - Alan A. Ades filing for Organogenesis Holdings Inc. (ORGO) - 2025-01-03

Item 2(b) of the Original Statement is hereby amended and restated as follows:The business address of each of Alan Ades, Organo PFG, Organo Investors, the A. Ades GRAT, Albert Erani, the A. Erani Trust and RED Holdings, c/o Rugby Realty Co., is 300 Lighting Way, Secaucus, NJ 07094. The address of each of Dennis Erani and the D. Erani Trust is 6000 Island Boulevard, Apt. 2502, Aventura, FL 33160. The business address of Mr. Nussdorf, the GN Trust and the GN GRAT is 35 Sawgrass Drive, Bellport, NY 11713. The address of Starr Wisdom is 44 Wilson Street, Hartsdale, NY 10530. The address of Josette Ades is 134 Via Palacio, Palm Beach Gardens, FL 33418.

Item 2(c) of the Original Statement is hereby amended and restated as follows:Each of Albert Erani and Dennis Erani is retired. The present principal occupation or employment of Alan Ades is principal of Rugby Realty Co., Inc., an entity that owns real estate partnerships and is located at 300 Lighting Way, Secaucus, NJ 07094. The present principal occupation or employment of Mr. Nussdorf is President and Chief Executive Officer of Quality King Distributors, Inc., a distributor of health and beauty care products and prescription drugs located at 35 Sawgrass Drive, Bellport, NY 11713. Each of Ms. Wisdom and Ms. Ades is not currently employed.The principal business of each of Organo PFG, Organo Investors and RED Holdings is holding, managing, investing and distributing shares of the Issuer and the proceeds therefrom. The principal business of each of the Trusts is holding, managing, investing and distributing the trust property and the proceeds therefrom. The Trusts were formed for estate planning purposes.

Item 2(d) of the Original Statement is hereby amended and restated as follows:None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

Item 2(e) of the Original Statement is hereby amended and restated as follows:None of the Reporting Persons was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order (1) enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or (2) finding any violation with respect to such laws.

Item 2(f) of the Original Statement is hereby amended and restated as follows:Each of Alan Ades, Albert Erani, Mr. Nussdorf, Dennis Erani, Ms. Wisdom and Ms. Ades is a citizen of the United States. Each of the Trusts, Organo PFG, Organo Investors and RED Holdings, LLC was formed and operates in the United States.

Paragraph (a) of Item 5 of the Original Statement is hereby amended and restated as follows:The percentages of beneficial ownership reported in this Item 5, and on each Reporting Person's cover page to this Statement, are based on a total of 125,725,796 Shares, which reflects the number of Shares reported as outstanding on December 11, 2024 in the Registration Statement on Form S-3 filed by the Issuer on December 19, 2024. All of the Share numbers reported below, and on each Reporting Person's cover page to this Statement, are as of December 31, 2024. The cover page to this Statement for each Reporting Person is incorporated by reference in its entirety into this Item 5.Alan A. Ades is the beneficial owner of a total of 22,319,837 Shares, representing approximately 17.8% of the outstanding Shares and consisting of (i) 6,401,946 Shares held by Alan Ades, (ii) 3,075,865 Shares held by the A. Ades GRAT, (iii) 8,279,490 Shares held by Organo PFG, (iv) 2,851,984 Shares held by Organo Investors and (v) 1,710,552 Shares held by Josette Ades.Albert Erani is the beneficial owner of a total of 17,920,498 Shares, representing approximately 14.3% of the outstanding Shares and consisting of (i) 5,000 Shares held by Albert Erani, (ii) 6,784,024 Shares held by RED Holdings, (iii) 8,279,490 Shares held by Organo PFG and (iv) 2,851,984 Shares held by Organo Investors.Dennis Erani is the beneficial owner of a total of 10,043,701 Shares, representing approximately 8.0% of the outstanding Shares and consisting of (i) 1,314,517 Shares held by Dennis Erani, (ii) 8,382,031 Shares held by the D. Erani Trust and (iii) 347,153 Shares held by the Purchasing Trust. Susan Erani, who is Dennis Erani's spouse, and Mr. Nussdorf are co-trustees of the Purchasing Trust.Glenn H. Nussdorf is the beneficial owner of a total of 11,912,841 Shares, representing approximately 9.5% of the outstanding Shares and consisting of (i) 2,122,841 Shares held by Mr. Nussdorf, (ii) 918,680 Shares held by the GN Trust and (iii) 8,871,320 Shares held by the GN GRAT.Starr Wisdom is the beneficial owner of a total of 20,000 Shares, representing approximately 0.0% of the outstanding Shares. Ms. Wisdom holds all such Shares directly.Organo PFG is the beneficial owner of a total of 8,279,490 Shares, representing approximately 6.6% of the outstanding Shares. Organo PFG holds all such Shares directly. Alan Ades and Albert Erani are the managing members of Organo PFG.Organo Investors is the beneficial owner of a total of 2,851,984 Shares, representing approximately 2.3% of the outstanding Shares. Organo Investors holds all such Shares directly. Alan Ades and Albert Erani are the managers of Organo Investors.The A. Ades GRAT is the beneficial owner of a total of 3,075,865 Shares, representing approximately 2.4% of the outstanding Shares. The A. Ades GRAT holds all such Shares directly. Alan Ades is trustee of the A. Ades GRAT.The A. Erani Trust does not beneficially own any Shares. Starr Wisdom, John Wisdom and Jeffrey Baddish are co-trustees of the A. Erani Trust.The D. Erani Trust is the beneficial owner of a total of 8,382,031 Shares, representing approximately 6.7% of the outstanding Shares. The D. Erani Trust holds all such Shares directly. Mr. Nussdorf, Susan Erani, who is Dennis Erani's spouse, and David Peretz are co-trustees of the D. Erani Trust.The GN Trust is the beneficial owner of a total of 918,680 Shares, representing approximately 0.7% of the outstanding Shares. The GN Trust holds all such Shares directly. Michael Katz is the trustee of the GN Trust.The GN GRAT is the beneficial owner of a total of 8,871,320 Shares, representing approximately 7.1% of the outstanding Shares. The GN GRAT holds all such Shares directly. Mr. Nussdorf is trustee of the GN GRAT.RED Holdings is the beneficial owner of 6,784,024 Shares, representing approximately 5.4% of the outstanding Shares. RED Holdings holds all such Shares directly. Albert Erani is the sole manager of RED Holdings and the 2021 RED Trust is the sole member of RED Holdings.Josette Ades is the beneficial owner of a total of 1,710,552 Shares, representing approximately 1.4% of the outstanding Shares. Ms. Ades holds all such Shares directly.By virtue of the relationships described in this Statement, the Reporting Persons may be deemed to constitute a "group" within the meaning of Rule 13d-5 under the Act. The filing of this Statement shall not be construed as an admission that a Reporting Person beneficially owns those shares held by another member of such group for purposes of Section 13(d) of the Act or for any other purpose. In addition, each Reporting Person expressly disclaims beneficial ownership of any securities reported herein except to the extent such Reporting Person actually exercises voting or dispositive power with respect to such securities.

Paragraph (b) of Item 5 of the Original Statement is hereby amended and restated as follows:Each individual Reporting Person exercises sole voting and dispositive power over the Shares held by him or her directly.Alan A. Ades exercises sole voting and dispositive power over the Shares held by him directly, the shares held by Josette Ades, his spouse, and the Shares held by the A. Ades GRAT. Alan Ades disclaims beneficial ownership of the Shares held by Josette Ades and the A. Ades GRAT, except to the extent of his pecuniary interest therein.Alan Ades and Albert Erani, as the managing members of Organo PFG and the managers of Organo Investors, share voting and dispositive power over the Shares held by each entity. Each of Alan Ades and Albert Erani disclaims beneficial ownership of the Shares held by each of Organo PFG and Organo Investors, except to the extent of his pecuniary interest therein.Albert Erani exercises sole voting and dispositive power over the Shares held by him directly and RED Holdings. Alber Erani exercises shared voting and dispositive power over the Shares held by the A. Erani Trust. Albert Erani disclaims beneficial ownership of the Shares held by the A. Erani Trust, except to the extent of his pecuniary interest therein.Dennis Erani exercises sole voting and dispositive power over the Shares held by him directly. Susan Erani, Mr. Erani's spouse, exercises shared voting and dispositive power over the Shares held by the D. Erani Trust. Dennis Erani exercises shared voting and dispositive power over the Shares held by the Purchasing Trust. Dennis Erani disclaims beneficial ownership of the Shares held by the D. Erani Trust and the Purchasing Trust, except to the extent of his pecuniary interest therein.Glenn H. Nussdorf exercises sole voting and dispositive power over the Shares held by him directly and the Shares held by the GN GRAT. Mr. Nussdorf exercises shared voting and dispositive power over the Shares held by the GN Trust. Mr. Nussdorf disclaims beneficial ownership of the Shares held by the GN Trust and the GN GRAT, except to the extent of his pecuniary interest therein.

Paragraph (c) of Item 5 of the Original Statement is hereby amended and restated as follows: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 Trust entered into a Stock Repurchase Agreement with the Issuer, pursuant to which the Issuer agreed to purchase 500,000 Shares held by the GN Trust at a price of $4.057 per share (the "GN Trust Repurchase"), which represents the 10-day trailing volume weighted average price per Share as of market close on November 26, 2024.As reported in Amendment No. 7 to the statement on Schedule 13D filed on November 14, 2024, the Repurchase (as defined in Amendment No. 7) occurred on November 12, 2024.Except for the Ades Transfer, the GN Trust Repurchase and the Repurchase, none of the members of the Group has effected any transactions in Shares during the past 60 days."

Item 7 of the Original Statement is hereby supplemented as follows:99.23Josette Ades Joint Filing Agreement, dated as of January 2, 2025, filed herewith.99.24Power of Attorney, relating to Josette Ades, filed herewith.99.25Joinder Agreement of Josette Ades, dated as of December 31, 2024, filed herewith.99.26Stock Repurchase Agreement, dated November 27, 2024 by and between the Issuer and GN 2016 Family Trust u/a/d August 12, 2016, filed herewith..