Geoffrey Wade Smith - 12 Apr 2023 Form 4 Insider Report for Orchestra BioMed Holdings, Inc. (OBIO)

Role: Director
Signature: /s/ Todd Finger, Attorney-in-Fact
Issuer symbol: OBIO
Transactions as of: 12 Apr 2023
Net transactions value: $0
Form type: 4
Filing time: 08 May 2023, 07:47:30 UTC
Previous filing: 30 Jan 2023
Next filing: 24 Jul 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	OBIO	Common Stock, par value $0.0001 per share ("Common Stock")	Options Exercise		+758	+22%		4,246	12 Apr 2023	Direct	F1, F2
transaction	OBIO	Common Stock, par value $0.0001 per share ("Common Stock")	Options Exercise		+43,761	+22%		245,080	12 Apr 2023	By Ascent Biomedical Ventures II NY, LP	F1, F2, F3
transaction	OBIO	Common Stock, par value $0.0001 per share ("Common Stock")	Options Exercise		+228,073	+22%		1,277,297	12 Apr 2023	By Ascent Biomedical Ventures II, LP	F1, F2, F3
transaction	OBIO	Common Stock, par value $0.0001 per share ("Common Stock")	Options Exercise		+55,783	+22%		312,406	12 Apr 2023	By Ascent Biomedical Ventures Synecor, LP	F1, F2, F3

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	Options Exercise		-758	-50%		758	12 Apr 2023	Common Stock	758		Direct	F1, F2
transaction	OBIO	Right to Receive Earnout Shares	Options Exercise		-43,761	-50%		43,761	12 Apr 2023	Common Stock	43,761		By Ascent Biomedical Ventures II NY, LP	F1, F2, F3
transaction	OBIO	Right to Receive Earnout Shares	Options Exercise		-228,073	-50%		228,073	12 Apr 2023	Common Stock	228,073		By Ascent Biomedical Ventures II, LP	F1, F2, F3
transaction	OBIO	Right to Receive Earnout Shares	Options Exercise		-55,783	-50%		55,783	12 Apr 2023	Common Stock	55,783		By Ascent Biomedical Ventures Synecor, LP	F1, F2, F3

* 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 (the "Initial Milestone Event") 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 Initial Milestone Event occurred on April 12, 2023 and the Reporting Person's Pro Rata Portion of 4,000,000 shares of Common Stock were issued to the Reporting Person on April 19, 2023 in accordance with the Merger Agreement.
F3	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.