| 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") | Award | +68.8K | 68.8K | Jan 26, 2023 | Direct | F1, F2, F3 |
| 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 | +29.9K | 29.9K | Jan 26, 2023 | Common Stock | 29.9K | Direct | F1, F4 |
| Id | Content |
|---|---|
| F1 | On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (1) misstated the number of shares of Common Stock acquired by the Reporting Person in the Business Combination (defined below) as 68,189 instead of the correct 68,819 shares of Common Stock and (2) omitted the right to receive Earnout Shares (defined below). In accordance with Instructions 9(a) and 9(b) to Form 4, this amendment is filed solely to (1) correct the amounts in Table I, Column 4 and Column 5 and (2) 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 | These securities were issued on the closing date of the merger (the "Business Combination") contemplated by the Agreement and Plan of Merger, dated as of July 4, 2022, as amended by Amendment No. 1 thereto dated as of July 21, 2022 and Amendment No. 2 thereto dated as of November 21, 2022 (as amended, the "Merger Agreement"), by and among Orchestra BioMed Holdings, Inc. (f/k/a Health Sciences Acquisitions Corporation 2) ("HSAC2"), HSAC Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HSAC2, and Orchestra BioMed, Inc., a Delaware corporation ("Legacy Orchestra"), in exchange for Legacy Orchestra securities. |
| F3 | Received in the Business Combination in exchange for 147,998 shares of common stock of Legacy Orchestra ("Legacy Orchestra Common Stock"). |
| F4 | Pursuant to 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. |
President and Chief Operating Officer