Amended Statement of Ownership (sc 13g/a)
February 13 2019 - 10:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Organogenesis Holdings Inc. (fka Avista
Healthcare Public Acquisition Corp.)
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
68621F102
(CUSIP Number)
December 31, 2018
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to
which this Schedule is filed:
[ x ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.
The information required in 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
).
SCHEDULE 13G
/A
1
|
Names of Reporting Persons
Polar Asset Management Partners Inc.
|
2
|
Check the appropriate box if a member
of a Group (see instructions)
(a) [ ]
(b) [ ]
|
3
|
Sec Use Only
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4
|
Citizenship or Place of Organization
Canada
|
Number of Shares
Beneficially
Owned by Each
Reporting Person
With:
|
5
|
Sole Voting Power
4,799,047
(shares underlying warrants)
|
6
|
Shared Voting Power
0
|
7
|
Sole Dispositive Power
4,799,047 (shares underlying warrants)
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate Amount Beneficially Owned
by Each Reporting Person
4,799,047 (shares underlying
warrants)
|
10
|
Check box if the aggregate amount in
row (9) excludes certain shares (See Instructions)
[ ]
|
11
|
Percent of class represented by
amount in row (9)
4.96%
|
12
|
Type of Reporting Person (See
Instructions)
IA
|
Page 2 of 5
Item 1.
(a)
|
Name of Issuer:
|
|
|
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The name of the issuer is
Organogenesis Holdings Inc. (fka Avista Healthcare Public Acquisition
Corp.) (the
"
Company
").
|
|
|
(b)
|
Address of Issuer's Principal Executive
Offices:
|
|
|
|
The Company's principal executive offices are located at
85 Dan Road, Canton, MA, 02021.
|
Item 2.
(a)
|
Name of Person Filing:
|
|
|
|
This statement is filed by Polar Asset Management
Partners Inc., a company incorporated under the laws of Ontario, Canada,
which serves as the investment advisor to Polar Multi-Strategy Master
Fund, a Cayman Islands exempted company ("PMSMF") and certain managed
accounts (together with PMSMF, the Polar Vehicles), with respect to the
Shares (as defined below) underlying warrants directly held by the Polar
Vehicles.
|
|
|
|
The filing of this statement should not be construed as
an admission that the Reporting Person is, for the purposes of Section 13
of the Act, the beneficial owner of the Shares reported herein.
|
|
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(b)
|
Address of Principal Business Office or, if None,
Residence:
|
|
|
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The address of the business office of the Reporting
Person is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4,
Canada.
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(c)
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Citizenship:
|
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The citizenship of the Reporting Person is
Canada.
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(d)
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Title and Class of Securities:
|
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Class A Common Stock, par value $0.0001 per share (the "
Shares
")
|
|
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(e)
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CUSIP No.:
|
|
|
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68621F102
|
Item 3.
|
If this statement is filed pursuant to §§
240.13d-1(b) or 240.13d-2(b) or (c), check whether the
person
filing is a:
|
|
(a)
|
[ ]
|
Broker or dealer registered under Section 15 of
the Act;
|
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|
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(b)
|
[ ]
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Bank as defined in Section 3(a)(6) of the
Act;
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(c)
|
[ ]
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Insurance company as defined in Section 3(a)(19)
of the Act;
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(d)
|
[ ]
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Investment company registered under Section 8 of
the Investment Company Act of 1940;
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(e)
|
[ ]
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An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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(f)
|
[ ]
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An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
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Page 3 of 5
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(g)
|
[ ]
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A parent holding company or control person in
accordance with Rule 13d-1(b)(1)(ii)(G);
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(h)
|
[ ]
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
|
[ ]
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A church plan that is excluded from the
definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940;
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(j)
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[X]
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A non-U.S. institution in accordance with Rule
240.13d-1(b)(1)(ii)(J);
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(k)
|
[ ]
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Group, in accordance with Rule
240.13d-1(b)(1)(ii)(K).
|
If filing as a non-U.S. institution in
accordance with Rule 240.13d -1(b)(1)(ii)(J), please specify the type of
institution:
The Reporting Person is an investment
fund manager, portfolio manager, exempt market dealer and commodity trading
manager registered with the Ontario Securities Commission.
The percentages used herein are
calculated based upon 91,989,961 Shares outstanding as of December 10, 2018 as
disclosed in the Companys Current Report on Form 8-K dated December 10, 2018,
filed with the Securities and Exchange Commission on December 11, 2018, and
assumes the exercise of warrants held by the Polar Vehicles.
The information required by Items 4(a)
- (c) is set forth in Rows 5 - 11 of the cover page for the Reporting Person and
is incorporated herein by reference.
Item
5.
|
Ownership of Five Percent or Less of a
Class.
|
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|
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If this statement is being filed to report the
fact that as of the date hereof the reporting person has ceased to be the
beneficial owner of more than five percent of the class of securities, check
the following [X].
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Item
6.
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Ownership of more than Five Percent on
Behalf of Another Person.
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Not applicable.
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Item
7.
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Identification and classification of the
subsidiary which acquired the security being reported on
by the
parent holding company or control person.
|
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Not applicable.
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Item
8.
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Identification and classification of members
of the group.
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Not applicable.
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Item 9.
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Notice of Dissolution of Group.
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Not applicable.
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Page 4 of 5
Item 10.
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Certifications.
|
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By signing below the Reporting Person certifies that, to
the best of its knowledge and belief, (i) the securities referred to above
were acquired and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect and (ii) the foreign
regulatory schemes applicable to investment fund managers and
broker-dealers are substantially comparable to the regulatory schemes
applicable to the functionally equivalent U.S. institutions. The Reporting
Person also undertakes to furnish to the Commission staff, upon request,
information that would otherwise be disclosed in a Schedule 13D.
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: February 13, 2019
POLAR ASSET MANAGEMENT PARTNERS INC.
/s/ Greg Lemaich
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Name:
|
Greg Lemaich
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Title:
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General Counsel
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Page 5 of 5
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