0001213900-23-037004.txt : 20230505 0001213900-23-037004.hdr.sgml : 20230505 20230505194752 ACCESSION NUMBER: 0001213900-23-037004 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230126 FILED AS OF DATE: 20230505 DATE AS OF CHANGE: 20230505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fain Eric S CENTRAL INDEX KEY: 0001402222 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-39421 FILM NUMBER: 23895546 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/A 1 ownership.xml OWNERSHIP DOCUMENT X0407 4/A 2023-01-26 2023-01-30 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 0 Right to Receive Earnout Shares 2023-01-26 4 A 0 9592 A Common Stock 9592 9592 I By the Fain Living Trust 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. 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. /s/ Matthew R. Schob, Attorney-in-Fact 2023-05-05