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

Role
Director
Signature
/s/ Todd Finger, Attorney-in-Fact
Issuer symbol
OBIO
Transactions as of
26 Jan 2023
Net transactions value
$0
Form type
4/A - Amendment
Filing time
08 May 2023, 07:47:13 UTC
Date Of Original Report
30 Jan 2023
Next filing
08 May 2023
SEC
View on sec.gov

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 Right to Receive Earnout Shares Award +1,516 1,516 26 Jan 2023 Common Stock 1,516 Direct F1
transaction OBIO Right to Receive Earnout Shares Award +87,522 87,522 26 Jan 2023 Common Stock 87,522 By Ascent Biomedical Ventures II NY, LP F1
transaction OBIO Right to Receive Earnout Shares Award +456,146 456,146 26 Jan 2023 Common Stock 456,146 By Ascent Biomedical Ventures II, LP F1
transaction OBIO Right to Receive Earnout Shares Award +111,566 111,566 26 Jan 2023 Common Stock 111,566 By Ascent Biomedical Ventures Synecor, LP F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period and (ii) with respect to 4,000,000 Earnout Shares, $20.00 per share over any 20 trading days within any 30-trading day period.
F2 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.

Remarks:

On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.