SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Seely Lynn

(Last)

(First)

(Middle)

ORION ACQUISITION CORP. II

501 SECOND STREET, SUITE 211

(Street)

SAN FRANCISCO

94107

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/09/2005

3. Issuer Name and Ticker or Trading Symbol
ORION ACQUISITION CORP II [ MTMR.OB ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock Option	03/14/2005⁽¹⁾	03/14/2015	Common Stock	360,000	$3.6	D

Explanation of Responses:

1. Pursuant to the Stock Option Agreement dated as of March 14, 2005, by and between Orion Acquisition Corp. II and Lynn Seely, M.D., and pursuant to certain ancillary documents related thereto, twenty five percent (25%) of the shares of common stock subject to Dr. Seely's option will vest one year after March 14, 2005, and one-forty eighth (1/48th) of the shares of common stock subject to Dr. Seely's option will vest on the first day of each full month thereafter, so that all of the shares of common stock subject to Dr. Seely's option shall be fully vested on the first day of the forty eighth (48th) month after March 14, 2005.

	/s/ C. Patrick Machado, Attorney-In-Fact for Lynn Seely, M.D.	05/18/2005
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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