0001104659-23-056864.txt : 20230508
0001104659-23-056864.hdr.sgml : 20230508
20230508074713
ACCESSION NUMBER: 0001104659-23-056864
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230126
FILED AS OF DATE: 20230508
DATE AS OF CHANGE: 20230508
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Smith Geoffrey Wade
CENTRAL INDEX KEY: 0001418239
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39421
FILM NUMBER: 23895885
MAIL ADDRESS:
STREET 1: 6740 SHADY OAK ROAD
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
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/A
1
tm2314913-2_4aseq1.xml
OWNERSHIP DOCUMENT
X0407
4/A
2023-01-26
2023-01-30
0
0001814114
Orchestra BioMed Holdings, Inc.
OBIO
0001418239
Smith Geoffrey Wade
C/O ORCHESTRA BIOMED HOLDINGS, INC.
150 UNION SQUARE DRIVE
NEW HOPE
PA
18938
1
0
0
0
0
Right to Receive Earnout Shares
2023-01-26
4
A
0
1516
A
Common Stock
1516
1516
D
Right to Receive Earnout Shares
2023-01-26
4
A
0
87522
A
Common Stock
87522
87522
I
By Ascent Biomedical Ventures II NY, LP
Right to Receive Earnout Shares
2023-01-26
4
A
0
456146
A
Common Stock
456146
456146
I
By Ascent Biomedical Ventures II, LP
Right to Receive Earnout Shares
2023-01-26
4
A
0
111566
A
Common Stock
111566
111566
I
By Ascent Biomedical Ventures Synecor, LP
Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (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.
The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.
On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to 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.
/s/ Todd Finger, Attorney-in-Fact
2023-05-08