X0303 4 2010-07-29 0 0001339729 Orchard Enterprises, Inc. ORCD 0001427921 Fong Nathan Yu-Gai C/O THE ORCHARD ENTERPRISES, INC. 23. E. 4TH STREET, 3RD FLOOR NEW YORK NY 10003 0 1 0 0 CFO Common Stock 2010-07-29 4 J 0 26896 D 0 D Restricted Stock 2010-07-29 4 J 0 8337 D 0 D Stock Option (right to buy) 6.19 2010-07-29 4 J 0 33333 D 2010-07-29 2010-07-29 Common Stock 33333 0 D The shares were disposed of pursuant to the Agreement and Plan of Merger dated as of March 15, 2010, as amended (the "Merger Agreement"), among The Orchard Enterprises, Inc. (the "Company"), Dimensional Associates, LLC ("Dimensional") and Orchard Merger Sub, Inc. ("Merger Sub"), whereby in connection with the merger of Merger Sub with and into the Company, each share of the Company's common stock (other than shares held by Dimensional and its associates and dissenting shares) was canceled and converted into the right to receive from Dimensional (i) $2.05 per share in cash and (ii) a contingent right to receive additional cash consideration, under certain circumstances if Dimensional or the Company or any of their affiliates enters into a commitment to sell at least 80% of the Company's voting securities or assets within six months of the consummation of the Merger (collectively, the "Merger Consideration"). The shares of restricted stock were disposed of pursuant to the Merger Agreement, whereby in connection with the Merger, each restricted share of the Company's common stock was exchanged for the right to receive from the Company the Merger Consideration. The options were disposed of pursuant to the Merger Agreement, whereby in connection with the Merger, each option to purchase the Company's common stock was canceled and converted into the right to receive from the Company the difference, if positive, between the Merger Consideration and the exercise price of the option. /s/ Nathan Fong 2010-08-02