David P. Hochman - Apr 12, 2023 Form 4 Insider Report for Orchestra BioMed Holdings, Inc. (OBIO)

Role
Chief Executive Officer and Chairperson, Director
Signature
/s/ Matthew R. Schob, Attorney-in-Fact
Stock symbol
OBIO
Transactions as of
Apr 12, 2023
Transactions value $
$0
Form type
4
Date filed
5/5/2023, 07:39 PM
Previous filing
Jan 30, 2023
Next filing
Jul 24, 2023

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 +29.6K +21.74% 165K Apr 12, 2023 Direct F1, F2
transaction OBIO Common Stock Options Exercise +11.2K +21.74% 62.5K Apr 12, 2023 By the DPH 2008 Trust F1, F2
transaction OBIO Common Stock Options Exercise +683 +21.75% 3.82K Apr 12, 2023 By the NSH 2008 Family Trust F1, F2

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 -29.6K -50% 29.6K Apr 12, 2023 Common Stock 29.6K Direct F1, F2
transaction OBIO Right to Receive Earnout Shares Options Exercise -11.2K -50% 11.2K Apr 12, 2023 Common Stock 11.2K By the DPH 2008 Trust F1, F2
transaction OBIO Right to Receive Earnout Shares Options Exercise -683 -50% 683 Apr 12, 2023 Common Stock 683 By the NSH 2008 Family Trust 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 (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 29,551 shares of Common Stock, 11,160 shares of Common Stock and 683 shares of Common Stock were issued to David P. Hochman, the DPH 2008 Trust and the NSH 2008 Family Trust, respectively, on April 19, 2023 in accordance with the Merger Agreement.

Remarks:

Chief Executive Officer and Chairperson