0001213900-23-037027.txt : 20230505 0001213900-23-037027.hdr.sgml : 20230505 20230505201846 ACCESSION NUMBER: 0001213900-23-037027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230412 FILED AS OF DATE: 20230505 DATE AS OF CHANGE: 20230505 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Yanchik Connealy Pamela CENTRAL INDEX KEY: 0001796310 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39421 FILM NUMBER: 23895618 MAIL ADDRESS: STREET 1: 320 W 37TH STREET, 3RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10016 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 1 ownership.xml OWNERSHIP DOCUMENT X0407 4 2023-04-12 0 0001814114 Orchestra BioMed Holdings, Inc. OBIO 0001796310 Yanchik Connealy Pamela C/O ORCHESTRA BIOMED HOLDINGS, INC. 150 UNION SQUARE DRIVE NEW HOPE PA 18938 1 0 0 0 0 Common Stock, par value $0.0001 per share ("Common Stock") 2023-04-12 4 M 0 758 A 4246 D Right to Receive Earnout Shares 2023-04-12 4 M 0 758 D Common Stock 758 758 D 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 (the "Initial Milestone Event") 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 Initial Milestone Event occurred on April 12, 2023 and 758 shares of Common Stock were issued to the Reporting Person on April 19, 2023 in accordance with the Merger Agreement. /s/ Matthew R. Schob, Attorney-in-Fact 2023-05-05