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

Role
President and Chief Operating Officer, Director
Signature
/s/ Matthew R. Schob, Attorney-in-Fact
Issuer symbol
OBIO
Transactions as of
26 Jan 2023
Net transactions value
$0
Form type
4/A - Amendment
Filing time
19 May 2023, 17:38:15 UTC
Date Of Original Report
30 Jan 2023
Previous filing
11 Feb 2022
Next filing
05 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 Nonstatutory Stock Option (Right to Buy) Award +508,397 508,397 26 Jan 2023 Common Stock 508,397 $10.00 Direct F1, F2, F3
transaction OBIO Nonstatutory Stock Option (Right to Buy) Award +116,250 116,250 26 Jan 2023 Common Stock 116,250 $10.00 Direct F1, F4, F5
* 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 (i) misstated the expiration dates of two classes of nonstatutory stock options ("NSOs") and (ii) misstated the vesting schedules for such NSOs. In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to (i) correct the incorrect expiration dates in Table II, Column 6 to August 17, 2032 and January 19, 2033, respectively, and (ii) correct the incorrect vesting schedules set forth in the footnotes corresponding to such NSOs, which are reproduced in this amendment with the correct vesting schedules; 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 The NSOs vest over a three-year period as follows: (i) 33% of the underlying shares vested on the grant date and (ii) 67% of the underlying shares have vested and will vest in equal installments on a quarterly basis on the last day of each quarter, starting with September 30, 2022, subject to the Reporting Person's continuous service through such dates. The grant date is August 18, 2022.
F3 Received in the Business Combination in exchange for a nonstatutory stock option to acquire 1,093,327 shares of Legacy Orchestra Common Stock for $4.65 per share.
F4 The NSOs vest over a three-year period as follows: (i) 44.4% of the underlying shares vested on the grant date and (ii) 55.6% of the underlying shares will vest in equal installments on a quarterly basis on the last day of each quarter, starting with March 31, 2023, subject to the Reporting Person's continuous service through such dates. The grant date is January 20, 2023.
F5 Received in the Business Combination in exchange for a nonstatutory stock option to acquire 250,000 shares of Legacy Orchestra Common Stock for $4.65 per share.

Remarks:

President and Chief Operating Officer