Form 4 for OBIO Orchestra BioMed Holdings, Inc.
Accepted 2023-01-30 00:00:00 ET · period of report 2023-01-26 · accession 0000899243-23-002966 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2023-01-30 | 2023-01-26 | OBIO | Smith Geoffrey Wade | Dir | A - Grant | — | +3,488 | 3,488 | New | — |
| DMI | 2023-01-30 | 2023-01-26 | OBIO | Smith Geoffrey Wade | Dir | A - Grant | — | +1.51M | 201.3K | New | — |
| DM | 2023-01-30 | 2023-01-26 | OBIO | Smith Geoffrey Wade | Dir | A - Grant | — | +48.8K | 18.6K | New | — |
| DMI | 2023-01-30 | 2023-01-26 | OBIO | Smith Geoffrey Wade | Dir | A - Grant | — | +180.6K | 43.9K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2023-01-26 | A | A | 3,488 | — | 3,488 | D By Ascent Biomedical Ventures II NY, LP | — | — | (F1) Represents restricted stock awards ("RSAs") that vest in two equal annual installments beginning on April 12, 2023, subject to the reporting person's continued service with Orchestra BioMed Holdings, Inc. ("New Orchestra") on such vesting date. (F2) Received in connection with the business combination of Orchestra BioMed, Inc. ("Orchestra") with Health Sciences Acquisitions Corporation 2 (the "Business Combination") in exchange for 1,621 RSAs of Orchestra. (F4) The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein. |
| 2 | Common | Common Stock | 2023-01-26 | A | A | 1,049,224 | — | 1,049,224 | I By Ascent Biomedical Ventures Synecor, LP | — | — | (F3) Received in exchange for shares of Orchestra common stock that automatically converted into shares of New Orchestra common stock on a 1 for 0.465 basis upon the closing date of the Business Combination. (F4) The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein. |
| 3 | Common | Common Stock | 2023-01-26 | A | A | 256,623 | — | 256,623 | I | — | — | (F3) Received in exchange for shares of Orchestra common stock that automatically converted into shares of New Orchestra common stock on a 1 for 0.465 basis upon the closing date of the Business Combination. |
| 4 | Common | Common Stock | 2023-01-26 | A | A | 201,319 | — | 201,319 | I By Ascent Biomedical Ventures II, LP | — | — | (F3) Received in exchange for shares of Orchestra common stock that automatically converted into shares of New Orchestra common stock on a 1 for 0.465 basis upon the closing date of the Business Combination. (F4) The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein. |
| 5 | Derivative | Stock Options (Right to Buy) | 2023-01-26 | A | A | 6,975 | — | 6,975 | D | $4.30 · — to 2029-08-06 | 6,975 Common Stock | (F12) Received in connection with the Business Combination in exchange for options to acquire 15,000 shares of Orchestra common stock for $2.00 per share. (F10) The stock option is fully vested and exercisable. |
| 6 | Derivative | Stock Options (Right to Buy) | 2023-01-26 | A | A | 23,250 | — | 23,250 | D | $10.00 · — to 2032-08-25 | 23,250 Common Stock | (F14) Received in connection with the Business Combination in exchange for options to acquire 50,000 shares of Orchestra common stock for $4.65 per share. (F13) The stock option vests in quarterly installments with a one year cliff beginning on August 18, 2023. |
| 7 | Derivative | Warrants (Right to Buy) | 2023-01-26 | A | A | 519 | — | 519 | I By Ascent Biomedical Ventures Synecor, LP | $21.51 · — to 2023-05-31 | 519 Common Stock | (F9) Received in connection with the Business Combination in exchange for warrants to acquire 1,117 shares of Orchestra common stock for $10.00 per share. (F4) The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein. (F6) The warrants are immediately exercisable in full. |
| 8 | Derivative | Warrants (Right to Buy) | 2023-01-26 | A | A | 136,097 | — | 136,097 | I By Ascent Biomedical Ventures II, LP | $21.51 · — to 2023-05-31 | 136,097 Common Stock | (F8) Received in connection with the Business Combination in exchange for warrants to acquire 292,682 shares of Orchestra common stock for $10.00 per share. (F4) The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein. (F6) The warrants are immediately exercisable in full. |
| 9 | Derivative | Warrants (Right to Buy) | 2023-01-26 | A | A | 43,940 | — | 43,940 | I By Ascent Biomedical Ventures II NY, LP | $21.51 · — to 2023-05-31 | 43,940 Common Stock | (F7) Received in connection with the Business Combination in exchange for warrants to acquire 94,494 shares of Orchestra common stock for $10.00 per share. (F4) The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein. (F6) The warrants are immediately exercisable in full. |
| 10 | Derivative | Stock Options (Right to Buy) | 2023-01-26 | A | A | 18,600 | — | 18,600 | D | $4.30 · — to 2028-08-07 | 18,600 Common Stock | (F11) Received in connection with the Business Combination in exchange for options to acquire 40,000 shares of Orchestra common stock for $2.00 per share. (F10) The stock option is fully vested and exercisable. |