Geoffrey Wade Smith - Jan 26, 2023 Form 4 Insider Report for Orchestra BioMed Holdings, Inc. (OBIO)

Role
Director
Signature
/s/ Todd Finger, Attorney-in-Fact
Stock symbol
OBIO
Transactions as of
Jan 26, 2023
Transactions value $
$0
Form type
4
Date filed
1/30/2023, 03:16 PM
Next filing
May 8, 2023
SEC
View on sec.gov
This filing has been restated, see here for the amended filing

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OBIO Common Stock Award +3.49K 3.49K Jan 26, 2023 Direct F1, F2
transaction OBIO Common Stock Award +201K 201K Jan 26, 2023 By Ascent Biomedical Ventures II NY, LP F3, F4
transaction OBIO Common Stock Award +1.05M 1.05M Jan 26, 2023 By Ascent Biomedical Ventures II, LP F3, F4
transaction OBIO Common Stock Award +257K 257K Jan 26, 2023 By Ascent Biomedical Ventures Synecor, LP F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction OBIO Warrants (Right to Buy) Award +43.9K 43.9K Jan 26, 2023 Common Stock 43.9K $21.51 By Ascent Biomedical Ventures II NY, LP F4, F6, F7
transaction OBIO Warrants (Right to Buy) Award +136K 136K Jan 26, 2023 Common Stock 136K $21.51 By Ascent Biomedical Ventures II, LP F4, F6, F8
transaction OBIO Warrants (Right to Buy) Award +519 519 Jan 26, 2023 Common Stock 519 $21.51 By Ascent Biomedical Ventures Synecor, LP F4, F6, F9
transaction OBIO Stock Options (Right to Buy) Award +18.6K 18.6K Jan 26, 2023 Common Stock 18.6K $4.30 Direct F10, F11
transaction OBIO Stock Options (Right to Buy) Award +6.98K 6.98K Jan 26, 2023 Common Stock 6.98K $4.30 Direct F10, F12
transaction OBIO Stock Options (Right to Buy) Award +23.3K 23.3K Jan 26, 2023 Common Stock 23.3K $10.00 Direct F13, F14
holding OBIO Warrants (Right to Buy) 15K Jan 26, 2023 Common Stock 15K $11.50 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents restricted stock awards ("RSAs") that vest in two equal annual installments beginning on April 12, 2023, subject to the reporting person's continued service with Orchestra BioMed Holdings, Inc. ("New Orchestra") on such vesting date.
F2 Received in connection with the business combination of Orchestra BioMed, Inc. ("Orchestra") with Health Sciences Acquisitions Corporation 2 (the "Business Combination") in exchange for 1,621 RSAs of Orchestra.
F3 Received in exchange for shares of Orchestra common stock that automatically converted into shares of New Orchestra common stock on a 1 for 0.465 basis upon the closing date of the Business Combination.
F4 The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.
F5 Fifty percent (50%) of these warrants will become exercisable 24 months after completion of the business combination and the remaining fifty percent (50%) of these warrants will become exercisable 36 months after completion of the business combination, in each case subject to the reporting person's continued service with New Orchestra or one of its subsidiaries through such date.
F6 The warrants are immediately exercisable in full.
F7 Received in connection with the Business Combination in exchange for warrants to acquire 94,494 shares of Orchestra common stock for $10.00 per share.
F8 Received in connection with the Business Combination in exchange for warrants to acquire 292,682 shares of Orchestra common stock for $10.00 per share.
F9 Received in connection with the Business Combination in exchange for warrants to acquire 1,117 shares of Orchestra common stock for $10.00 per share.
F10 The stock option is fully vested and exercisable.
F11 Received in connection with the Business Combination in exchange for options to acquire 40,000 shares of Orchestra common stock for $2.00 per share.
F12 Received in connection with the Business Combination in exchange for options to acquire 15,000 shares of Orchestra common stock for $2.00 per share.
F13 The stock option vests in quarterly installments with a one year cliff beginning on August 18, 2023.
F14 Received in connection with the Business Combination in exchange for options to acquire 50,000 shares of Orchestra common stock for $4.65 per share.