Rtw Investments, Lp - Apr 13, 2023 Form 4 Insider Report for Orchestra BioMed Holdings, Inc. (OBIO)

Role: 10%+ Owner
Signature: /s/ Roderick Wong, for RTW Investments, LP, By: Roderick Wong, M.D., its Managing Partner
Stock symbol: OBIO
Transactions as of: Apr 13, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/5/2023, 09:11 AM
Previous filing: Mar 24, 2023
Next filing: Aug 30, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OBIO	Common Stock	Other		+502K	+9.81%		5.62M	Apr 13, 2023	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 20, 2023, Orchestra BioMed Holdings, Inc. (the "Issuer") formally notified the reporting persons that they are entitled to receive 502,133 additional shares of the Issuer's common stock pursuant to an "earn-out" provision in the agreement and plan of merger, dated as of July 4, 2022, as amended (the "Merger Agreement"). The Merger Agreement provided that certain stockholders of Orchestra BioMed, Inc. would receive their pro-rata portion of additional shares of the Issuer's common stock, for no additional consideration, if the volume-weighted average price of the Issuer's common stock is greater than or equal to $15.00 per share over any twenty trading days within any thirty-trading day period (the "Initial Milestone Event") within a specified time-period. The Issuer reported that the Initial Milestone Event was satisfied on April 12, 2023.
F2	Held by certain affiliated funds managed by RTW Investments, LP ("RTW"), and Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of RTW. The reporting person disclaims beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein.

Content

On April 20, 2023, Orchestra BioMed Holdings, Inc. (the "Issuer") formally notified the reporting persons that they are entitled to receive 502,133 additional shares of the Issuer's common stock pursuant to an "earn-out" provision in the agreement and plan of merger, dated as of July 4, 2022, as amended (the "Merger Agreement"). The Merger Agreement provided that certain stockholders of Orchestra BioMed, Inc. would receive their pro-rata portion of additional shares of the Issuer's common stock, for no additional consideration, if the volume-weighted average price of the Issuer's common stock is greater than or equal to $15.00 per share over any twenty trading days within any thirty-trading day period (the "Initial Milestone Event") within a specified time-period. The Issuer reported that the Initial Milestone Event was satisfied on April 12, 2023.

Held by certain affiliated funds managed by RTW Investments, LP ("RTW"), and Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of RTW. The reporting person disclaims beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of his pecuniary interest therein.