SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KIMBERLIN KEVIN

(Last)

(First)

(Middle)

C/O SPENCER TRASK VENTURES, INC.

535 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ORCHESTRA THERAPEUTICS, INC. [ OCHTE.OB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2006

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/23/2007		J⁽¹⁾		500,000	A	⁽¹⁾	2,026,970⁽³⁾	I	See Footnote.⁽¹⁾
Common Stock	08/28/2007		J⁽²⁾		600,000	A	⁽²⁾	2,626,970⁽³⁾	I	See Footnote.⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$2⁽⁴⁾	03/05/2006		J⁽⁵⁾⁽⁶⁾		3,097⁽⁴⁾		⁽⁷⁾	03/05/2013	Common Stock	3,097⁽⁴⁾	⁽⁵⁾⁽⁶⁾	3,097⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	04/05/2006		J⁽⁵⁾⁽⁶⁾		26,591⁽⁴⁾		⁽⁷⁾	04/05/2013	Common Stock	26,591⁽⁴⁾	⁽⁵⁾⁽⁶⁾	26,591⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	05/05/2006		J⁽⁵⁾⁽⁶⁾		30,000⁽⁴⁾		⁽⁷⁾	05/05/2013	Common Stock	30,000⁽⁴⁾	⁽⁵⁾⁽⁶⁾	30,000⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	06/05/2006		J⁽⁵⁾⁽⁶⁾		29,895⁽⁴⁾		⁽⁷⁾	06/05/2013	Common Stock	29,895⁽⁴⁾	⁽⁵⁾⁽⁶⁾	29,895⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	07/05/2006		J⁽⁵⁾⁽⁶⁾		27,283⁽⁴⁾		⁽⁷⁾	07/05/2013	Common Stock	27,283⁽⁴⁾	⁽⁵⁾⁽⁶⁾	27,283⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	08/05/2006		J⁽⁵⁾⁽⁶⁾		25,499⁽⁴⁾		⁽⁷⁾	08/05/2013	Common Stock	25,499⁽⁴⁾	⁽⁵⁾⁽⁶⁾	25,499⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	09/05/2006		J⁽⁵⁾⁽⁶⁾		23,561⁽⁴⁾		⁽⁷⁾	09/05/2013	Common Stock	23,561⁽⁴⁾	⁽⁵⁾⁽⁶⁾	23,561⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	10/05/2006		J⁽⁵⁾⁽⁶⁾		22,783⁽⁴⁾		⁽⁷⁾	10/05/2013	Common Stock	22,783⁽⁴⁾	⁽⁵⁾⁽⁶⁾	22,783⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	11/05/2006		J⁽⁵⁾⁽⁶⁾		22,483⁽⁴⁾		⁽⁷⁾	11/05/2013	Common Stock	22,483⁽⁴⁾	⁽⁵⁾⁽⁶⁾	22,483⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	12/05/2006		J⁽⁵⁾⁽⁶⁾		22,200⁽⁴⁾		⁽⁷⁾	12/05/2013	Common Stock	22,200⁽⁴⁾	⁽⁵⁾⁽⁶⁾	22,200⁽⁴⁾	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	01/05/2007		J⁽⁵⁾⁽⁶⁾		21,922		⁽⁷⁾	01/05/2014	Common Stock	21,922	⁽⁵⁾⁽⁶⁾	21,922	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	02/05/2007		J⁽⁵⁾⁽⁶⁾		21,592		⁽⁷⁾	02/05/2014	Common Stock	21,592	⁽⁵⁾⁽⁶⁾	21,592	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	03/05/2007		J⁽⁵⁾⁽⁶⁾		21,073		⁽⁷⁾	03/05/2014	Common Stock	21,073	⁽⁵⁾⁽⁶⁾	21,073	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	04/05/2007		J⁽⁵⁾⁽⁶⁾		21,263		⁽⁷⁾	04/05/2014	Common Stock	21,263	⁽⁵⁾⁽⁶⁾	21,263	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	05/05/2007		J⁽⁵⁾⁽⁶⁾		21,198		⁽⁷⁾	05/05/2014	Common Stock	21,198	⁽⁵⁾⁽⁶⁾	21,198	I	See Footnote.⁽⁵⁾⁽⁶⁾
Common Stock Purchase Warrant	$2⁽⁴⁾	05/07/2007		J⁽⁵⁾⁽⁶⁾		21,013		⁽⁷⁾	05/07/2014	Common Stock	21,013	⁽⁵⁾⁽⁶⁾	21,013	I	See Footnote.⁽⁵⁾⁽⁶⁾
Series V Preferred Stock	⁽⁴⁾	07/23/2007		J⁽¹⁾		2.5		09/15/2007	⁽¹⁾	Common Stock	3	⁽¹⁾	3	I	See Footnote.⁽¹⁾

Explanation of Responses:

1. On July 23, 2007, Cheshire Associates ("Cheshire"), of which the Reporting Person is a related party, invested $250,000 in a bridge transaction with Orchestra Therapeutics, Inc. (the "Issuer"). The Issuer issued 500,000 shares of the Issuer's common stock and 2.5 shares of the Issuer's Series V Preferred Stock to Cheshire. The 2.5 shares of Series V Preferred Stock were automatically converted into 3 fully paid and nonassessable shares of the Issuer's common stock on September 15, 2007. The Reporting Person, the principal stockholder and a director of the Issuer, disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

2. On August 28, 2007, Spencer Trask Investment Partners LLC ("STIP"), an affiliate of the Reporting Person, invested $150,000 in the Issuer. In exchange for the investment, STIP received 600,000 shares of common stock of the Issuer, as well as a Senior Subordinated Secured Promissory Note, due on November 27, 2007 (the "STIP Note") in the principal amount of $450,000. The STIP Note and shares of common stock were issued pursuant to a Securities Purchase Agreement between the Issuer and STIP, dated August 28, 2007, and is secured by the grant of a security interest in all of the assets of the Issuer pursuant to the terms of a Security Agreement, dated the same date, by the Issuer in favor of STIP. The Reporting Person, the principal stockholder and a director of the Issuer, disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

3. Does not include $125,000 of common stock held by Qubit holdings, LLC ("Qubit"), a Delaware limited liability company owned by certain trusts formed for the benefit of the Reporting Person's children, as to all of which securities the Reporting Person disclaims both any pecuniary interest therein and any beneficial ownership, as the Reporting Person has no power to vote or dispose, or direct the voting or disposition, of any of the securities held by Qubit or such trusts.

4. Underlying share quantities and exercise prices for warrants issued prior to December 20, 2006 give effect to the 1:100 reverse stock split as of December 20, 2006.

5. In March 2006, the Issuer completed a private placement of secured convertible notes and warrants to accredited investors (the "2006 Private Placement"). Pursuant to the 2006 Private Placement, Spencer Trask Intellectual Capital Company LLC ("STIC"), an affiliate of the Reporting Person, agreed to provide the Issuer with a recourse interest limited to the value of the proceeds of certain shares of private-company preferred stock. As an incentive for providing this interest, the Issuer agreed to issue to STIC a number of seven-year warrants to purchase the Issuer's common stock at $2.00 per share, for each month that the limited recourse interest remains in place. As of May 7, 2007, STIC had earned 361,453 warrants to

6. purchase common stock of the Issuer at $2.00 per share. As to all of these warrants, the Reporting Person, the principal stockholder and a director of the Issuer, disclaims both any pecuniary interest therein and any beneficial ownership.

7. Immediately exercisable.

	/s/ Kevin Kimberlin	10/16/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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