SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Aiello Joshua

(Last)

(First)

(Middle)

C/O ORCHESTRA BIOMED HOLDINGS, INC.

150 UNION SQUARE DRIVE

(Street)

NEW HOPE

18938

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Orchestra BioMed Holdings, Inc. [ OBIO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Principal Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2023

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Nonstatutory Stock Option (Right to Buy)	$4.3	01/26/2023		A		6,975		01/26/2023	08/06/2029	Common Stock	6,975	⁽¹⁾	6,975	D
Nonstatutory Stock Option (Right to Buy)	$7.66	01/26/2023		A		6,975		⁽²⁾	10/13/2030	Common Stock	6,975	⁽³⁾	6,975	D
Nonstatutory Stock Option (Right to Buy)	$4.75	01/26/2023		A		4,185		⁽⁴⁾	08/04/2031	Common Stock	4,185	⁽⁵⁾	4,185	D
Nonstatutory Stock Option (Right to Buy)	$4.06	01/26/2023		A		4,650		⁽⁶⁾	04/11/2032	Common Stock	4,650	⁽⁷⁾	4,650	D
Nonstatutory Stock Option (Right to Buy)	$10	01/26/2023		A		18,228		⁽⁸⁾	08/25/2032	Common Stock	18,228	⁽⁹⁾	18,228	D

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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	01/30/2023
	** 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 4 (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).
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