Form 4 for OBIO Orchestra BioMed Holdings, Inc.
Accepted 2023-01-30 00:00:00 ET · period of report 2023-01-26 · accession 0001213900-23-006176 · 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 | Sherman Darren | See Remarks, Dir | A - Grant | — | +68.2K | 68.2K | New | — |
| DM | 2023-01-30 | 2023-01-26 | OBIO | Sherman Darren | See Remarks, Dir | A - Grant | — | +988.2K | 46.5K | 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, par value $0.0001 per share ("Common Stock") | 2023-01-26 | A | A | 68,189 | — | 68,189 | D | — | — | (F1) These securities were issued 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 Legacy Orchestra securities. (F2) Received in the Business Combination in exchange for 147,998 shares of common stock of Legacy Orchestra ("Legacy Orchestra Common Stock"). |
| 2 | Derivative | Nonstatutory Stock Option (Right to Buy) | 2023-01-26 | A | A | 508,397 | — | 508,397 | D | $10.00 · — to 2023-08-07 | 508,397 Common Stock | (F7) Received in the Business Combination in exchange for a nonstatutory stock option to acquire 1,093,327 shares of Legacy Orchestra Common Stock for $4.65 per share. (F6) The NSOs 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 last day of each quarter, starting with the end of 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. |
| 3 | Derivative | Nonstatutory Stock Option (Right to Buy) | 2023-01-26 | A | A | 116,250 | — | 116,250 | D | $10.00 · — to 2023-01-19 | 116,250 Common Stock | (F9) Received in the Business Combination in exchange for a nonstatutory stock option to acquire 250,000 shares of Legacy Orchestra Common Stock for $4.65 per share. (F8) The NSOs 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 last day of each quarter, starting with the end of the first quarter after the grant date, subject to the Reporting Person's continuous service through such dates. The grant date is January 20, 2023. |
| 4 | Derivative | Incentive Stock Option (Right to Buy) | 2023-01-26 | A | A | 6,743 | — | 6,743 | D | $4.06 · — to 2032-04-11 | 6,743 Common Stock | (F11) Received in the Business Combination in exchange for an incentive stock option to acquire 14,500 shares of Legacy Orchestra Common Stock for $1.89 per share. (F10) 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 last day of each quarter, starting with the end of 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. |
| 5 | Derivative | Nonstatutory Stock Option (Right to Buy) | 2023-01-26 | A | A | 310,321 | — | 310,321 | D | $4.30 · 2023-01-26 to 2028-08-07 | 310,321 Common Stock | (F3) Received in the Business Combination in exchange for a nonstatutory stock option to acquire 667,357 shares of Legacy Orchestra Common Stock for $2.00 per share. |
| 6 | Derivative | Nonstatutory Stock Option (Right to Buy) | 2023-01-26 | A | A | 46,500 | — | 46,500 | D | $4.30 · — to 2032-04-11 | 46,500 Common Stock | (F5) Received in the Business Combination in exchange for a nonstatutory stock option to acquire 100,000 shares of Legacy Orchestra Common Stock for $2.00 per share. (F4) The nonstatutory stock options ("NSOs") 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 last day of each quarter, starting with the end of 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. |