0001213900-23-006184.txt : 20230130 0001213900-23-006184.hdr.sgml : 20230130 20230130212947 ACCESSION NUMBER: 0001213900-23-006184 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230126 FILED AS OF DATE: 20230130 DATE AS OF CHANGE: 20230130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fain Eric S CENTRAL INDEX KEY: 0001402222 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39421 FILM NUMBER: 23570032 MAIL ADDRESS: STREET 1: ONE ST JUDE MEDICAL DRIVE CITY: ST. PAUL STATE: MN ZIP: MN ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Orchestra BioMed Holdings, Inc. CENTRAL INDEX KEY: 0001814114 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 150 UNION SQUARE DRIVE CITY: NEW HOPE STATE: PA ZIP: 18938 BUSINESS PHONE: 646-343-9298 MAIL ADDRESS: STREET 1: 150 UNION SQUARE DRIVE CITY: NEW HOPE STATE: PA ZIP: 18938 FORMER COMPANY: FORMER CONFORMED NAME: Health Sciences Acquisitions Corp 2 DATE OF NAME CHANGE: 20200603 4 1 ownership.xml X0306 4 2023-01-26 0 0001814114 Orchestra BioMed Holdings, Inc. OBIO 0001402222 Fain Eric S C/O ORCHESTRA BIOMED HOLDINGS, INC. 150 UNION SQUARE DRIVE NEW HOPE PA 18938 1 0 0 0 Common Stock, par value $0.0001 per share ("Common Stock") 2023-01-26 4 A 0 22065 A 22065 I By the Fain Living Trust Nonstatutory Stock Option (Right to Buy) 4.30 2023-01-26 4 A 0 18600 A 2023-01-26 2028-11-16 Common Stock 18600 18600 I By the Fain Living Trust Nonstatutory Stock Option (Right to Buy) 4.30 2023-01-26 4 A 0 6975 A 2023-01-26 2029-08-06 Common Stock 6975 6975 I By the Fain Living Trust Nonstatutory Stock Option (Right to Buy) 10.00 2023-01-26 4 A 0 23250 A 2032-08-25 Common Stock 23250 23250 I By the Fain Living Trust Warrant (Right to Buy) 1.08 2023-01-26 4 A 0 2906 A 2023-01-26 2023-05-31 Common Stock 2906 2906 I By the Fain Living Trust 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. Received in the Business Combination in exchange for 47,450 shares of common stock of Legacy Orchestra ("Legacy Orchestra Common Stock"). Received in the Business Combination in exchange for a nonstatutory stock option to acquire 40,000 shares of Legacy Orchestra Common Stock for $2.00 per share. Received in the Business Combination in exchange for a nonstatutory stock option to acquire 15,000 shares of Legacy Orchestra Common Stock for $2.00 per share. The nonstatutory stock options vest over a three-year period as follows: (i) 33% of the underlying shares will vest on the first anniversary of the grant date and (ii) 67% of the underlying shares have vested and will vest in equal installments on a quarterly basis, starting on the day of the month of the last month of the first quarter after the first anniversary of the grant date, that is the same day of the month as the grant date, subject to the Reporting Person's continuous service through such dates. The grant date is August 18, 2022. Received in the Business Combination in exchange for a nonstatutory stock option to acquire 50,000 shares of Legacy Orchestra Common Stock for $4.65 per share. Received in the Business Combination in exchange for warrants to purchase 6,250 shares of Legacy Orchestra Common Stock for $0.50 per share. /s/ Matthew R. Schob, Attorney-in-Fact 2023-01-30