0001213900-23-006191.txt : 20230130 0001213900-23-006191.hdr.sgml : 20230130 20230130213238 ACCESSION NUMBER: 0001213900-23-006191 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230126 FILED AS OF DATE: 20230130 DATE AS OF CHANGE: 20230130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Aiello Joshua CENTRAL INDEX KEY: 0001960418 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39421 FILM NUMBER: 23570035 MAIL ADDRESS: STREET 1: 150 UNION SQUARE DRIVE CITY: NEW HOPE STATE: PA ZIP: 18938 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 X0306 4 2023-01-26 0 0001814114 Orchestra BioMed Holdings, Inc. OBIO 0001960418 Aiello Joshua C/O ORCHESTRA BIOMED HOLDINGS, INC. 150 UNION SQUARE DRIVE NEW HOPE PA 18938 0 1 0 0 Principal Accounting Officer Nonstatutory Stock Option (Right to Buy) 4.30 2023-01-26 4 A 0 6975 A 2023-01-26 2029-08-06 Common Stock 6975 6975 D Nonstatutory Stock Option (Right to Buy) 7.66 2023-01-26 4 A 0 6975 A 2030-10-13 Common Stock 6975 6975 D Nonstatutory Stock Option (Right to Buy) 4.75 2023-01-26 4 A 0 4185 A 2031-08-04 Common Stock 4185 4185 D Nonstatutory Stock Option (Right to Buy) 4.06 2023-01-26 4 A 0 4650 A 2032-04-11 Common Stock 4650 4650 D Nonstatutory Stock Option (Right to Buy) 10.000 2023-01-26 4 A 0 18228 A 2032-08-25 Common Stock 18228 18228 D These securities were received on the closing date of the merger (the "Business Combination") contemplated by the Agreement and Plan of Merger, dated as of July 4, 2022, as amended by Amendment No. 1 thereto dated as of July 21, 2022 and Amendment No. 2 thereto dated as of November 21, 2022 (as amended, the "Merger Agreement"), by and among Orchestra BioMed Holdings, Inc. (f/k/a Health Sciences Acquisitions Corporation 2) ("HSAC2"), HSAC Olympus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HSAC2, and Orchestra BioMed, Inc., a Delaware corporation ("Legacy Orchestra"), in exchange for a nonstatutory stock option to acquire 15,000 shares of common stock of Legacy Orchestra Legacy Orchestra ("Legacy Orchestra Common Stock") for $2.00 per share. The nonstatutory stock options ("NSOs") have vested and will vest in equal installments over a three-year period on a monthly basis, on the day of the month of each month that is the same day of the month as the grant date, starting with the first month after the grant date, subject to the Reporting Person's continuous service through such dates. The grant date is October 14, 2020. Received in the Business Combination in exchange for a nonstatutory stock option to acquire 15,000 shares of Legacy Orchestra Common Stock for $3.56 per share. The NSOs have vested and will vest in equal installments over a three-year period on a monthly basis, on the day of the month of each month that is the same day of the month as the grant date, starting with the first month after the grant date, subject to the Reporting Person's continuous service through such dates. The grant date is August 5, 2021. Received in the Business Combination in exchange for a nonstatutory stock option to acquire 9,000 shares of Legacy Orchestra Common Stock for $2.21 per share. The incentive stock options vest over a three-year period as follows: (i) 33% of the underlying shares vested on the grant date and (ii) 67% of the underlying shares have vested and will vest in equal installments on a quarterly basis, on the day of the month of each quarter that is the same day of the month as the grant date, starting with the corresponding date in the first quarter after the grant date, subject to the Reporting Person's continuous service through such dates. The grant date is April 12, 2022. Received in the Business Combination in exchange for an incentive stock option to acquire 10,000 shares of Legacy Orchestra Common Stock for $1.89 per share. The incentive stock options vest over a three-year period as follows: (i) 33% of the underlying shares vested on the grant date and (ii) 67% of the underlying shares have vested and will vest in equal installments on a quarterly basis on the day of the month of each quarter that is the same day of the month as the grant date, starting with the corresponding date in the first quarter after the grant date, subject to the Reporting Person's continuous service through such dates. The grant date is August 18, 2022. Received in the Business Combination in exchange for an incentive stock option to acquire 39,200 shares of Legacy Orchestra Common Stock for $4.65 per share. /s/ Matthew R. Schob, Attorney-in-Fact 2023-01-30