Eric S. Fain - Jan 26, 2023 Form 4/A - Amendment Insider Report for Orchestra BioMed Holdings, Inc. (OBIO)

Role: Director
Signature: /s/ Matthew R. Schob, Attorney-in-Fact
Stock symbol: OBIO
Transactions as of: Jan 26, 2023
Transactions value $: $0
Form type: 4/A - Amendment
Date filed: 5/5/2023, 07:47 PM
Date Of Original Report: Jan 30, 2023
Next filing: May 5, 2023

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		+9.59K			9.59K	Jan 26, 2023	Common Stock	9.59K		By the Fain Living Trust	F1, F2

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

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.