Form 4 for OBIO Orchestra BioMed Holdings, Inc.
Accepted 2023-01-30 00:00:00 ET · period of report 2023-01-26 · accession 0001213900-23-006184 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2023-01-30 | 2023-01-26 | OBIO | Fain Eric S | Dir | A - Grant | — | +22.1K | 22.1K | New | — |
| DMI | 2023-01-30 | 2023-01-26 | OBIO | Fain Eric S | Dir | A - Grant | — | +51.7K | 2,906 | 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 | 22,065 | — | 22,065 | I By the Fain Living Trust | — | — | (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 47,450 shares of common stock of Legacy Orchestra ("Legacy Orchestra Common Stock"). |
| 2 | Derivative | Nonstatutory Stock Option (Right to Buy) | 2023-01-26 | A | A | 23,250 | — | 23,250 | I By the Fain Living Trust | $10.00 · — to 2032-08-25 | 23,250 Common Stock | (F6) Received in the Business Combination in exchange for a nonstatutory stock option to acquire 50,000 shares of Legacy Orchestra Common Stock for $4.65 per share. (F5) The nonstatutory stock options vest over a three-year period as follows: (i) 33% of the underlying shares will vest on the first anniversary of the grant date and (ii) 67% of the underlying shares have vested and will vest in equal installments on a quarterly basis, starting on the day of the month of the last month of the first quarter after the first anniversary of the grant date, that is the same day of the month as 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 | 6,975 | — | 6,975 | I By the Fain Living Trust | $4.30 · 2023-01-26 to 2029-08-06 | 6,975 Common Stock | (F4) Received in the Business Combination in exchange for a nonstatutory stock option to acquire 15,000 shares of Legacy Orchestra Common Stock for $2.00 per share. |
| 4 | Derivative | Nonstatutory Stock Option (Right to Buy) | 2023-01-26 | A | A | 18,600 | — | 18,600 | I By the Fain Living Trust | $4.30 · 2023-01-26 to 2028-11-16 | 18,600 Common Stock | (F3) Received in the Business Combination in exchange for a nonstatutory stock option to acquire 40,000 shares of Legacy Orchestra Common Stock for $2.00 per share. |
| 5 | Derivative | Warrant (Right to Buy) | 2023-01-26 | A | A | 2,906 | — | 2,906 | I By the Fain Living Trust | $1.08 · 2023-01-26 to 2023-05-31 | 2,906 Common Stock | (F7) Received in the Business Combination in exchange for warrants to purchase 6,250 shares of Legacy Orchestra Common Stock for $0.50 per share. |