Form 4 for OBIO Orchestra BioMed Holdings, Inc.
Accepted 2023-05-05 00:00:00 ET · period of report 2023-04-12 · accession 0001213900-23-037001 · 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 | 2023-05-05 | 2023-04-12 | OBIO | Hochman David P | See Remarks, Dir | M - OptEx | — | +29.6K | 165.5K | +22% | — |
| DMI | 2023-05-05 | 2023-04-12 | OBIO | Hochman David P | See Remarks, Dir | M - OptEx | — | +11.8K | 62.5K | +23% | — |
| DMI | 2023-05-05 | 2023-04-12 | OBIO | Hochman David P | See Remarks, Dir | M - OptEx | — | -11.8K | 11.2K | -51% | — |
| D | 2023-05-05 | 2023-04-12 | OBIO | Hochman David P | See Remarks, Dir | M - OptEx | — | -29.6K | 29.6K | -50% | — |
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") | 2023-04-12 | M | A | 29,551 | — | 165,498 | D By the DPH 2008 Trust | — | — | (F2) The Initial Milestone Event occurred on April 12, 2023 and 29,551 shares of Common Stock, 11,160 shares of Common Stock and 683 shares of Common Stock were issued to David P. Hochman, the DPH 2008 Trust and the NSH 2008 Family Trust, respectively, on April 19, 2023 in accordance with the Merger Agreement. (F1) Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement ) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period (the "Initial Milestone Event") and (ii) with respect to 4,000,000 Earnout Shares, $20.00 per share over any 20 trading days within any 30-trading day period. |
| 2 | Common | Common Stock | 2023-04-12 | M | A | 683 | — | 3,823 | I | — | — | (F2) The Initial Milestone Event occurred on April 12, 2023 and 29,551 shares of Common Stock, 11,160 shares of Common Stock and 683 shares of Common Stock were issued to David P. Hochman, the DPH 2008 Trust and the NSH 2008 Family Trust, respectively, on April 19, 2023 in accordance with the Merger Agreement. (F1) Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement ) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period (the "Initial Milestone Event") and (ii) with respect to 4,000,000 Earnout Shares, $20.00 per share over any 20 trading days within any 30-trading day period. |
| 3 | Common | Common Stock | 2023-04-12 | M | A | 11,160 | — | 62,502 | I By the NSH 2008 Family Trust | — | — | (F2) The Initial Milestone Event occurred on April 12, 2023 and 29,551 shares of Common Stock, 11,160 shares of Common Stock and 683 shares of Common Stock were issued to David P. Hochman, the DPH 2008 Trust and the NSH 2008 Family Trust, respectively, on April 19, 2023 in accordance with the Merger Agreement. (F1) Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement ) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period (the "Initial Milestone Event") and (ii) with respect to 4,000,000 Earnout Shares, $20.00 per share over any 20 trading days within any 30-trading day period. |
| 4 | Derivative | Right to Receive Earnout Shares | 2023-04-12 | M | D | 683 | — | 683 | I | — · — to — | 683 Common Stock | (F2) The Initial Milestone Event occurred on April 12, 2023 and 29,551 shares of Common Stock, 11,160 shares of Common Stock and 683 shares of Common Stock were issued to David P. Hochman, the DPH 2008 Trust and the NSH 2008 Family Trust, respectively, on April 19, 2023 in accordance with the Merger Agreement. (F1) Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement ) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period (the "Initial Milestone Event") and (ii) with respect to 4,000,000 Earnout Shares, $20.00 per share over any 20 trading days within any 30-trading day period. |
| 5 | Derivative | Right to Receive Earnout Shares | 2023-04-12 | M | D | 29,551 | — | 29,551 | D By the DPH 2008 Trust | — · — to — | 29,551 Common Stock | (F2) The Initial Milestone Event occurred on April 12, 2023 and 29,551 shares of Common Stock, 11,160 shares of Common Stock and 683 shares of Common Stock were issued to David P. Hochman, the DPH 2008 Trust and the NSH 2008 Family Trust, respectively, on April 19, 2023 in accordance with the Merger Agreement. (F1) Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement ) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period (the "Initial Milestone Event") and (ii) with respect to 4,000,000 Earnout Shares, $20.00 per share over any 20 trading days within any 30-trading day period. |
| 6 | Derivative | Right to Receive Earnout Shares | 2023-04-12 | M | D | 11,160 | — | 11,160 | I By the NSH 2008 Family Trust | — · — to — | 11,160 Common Stock | (F2) The Initial Milestone Event occurred on April 12, 2023 and 29,551 shares of Common Stock, 11,160 shares of Common Stock and 683 shares of Common Stock were issued to David P. Hochman, the DPH 2008 Trust and the NSH 2008 Family Trust, respectively, on April 19, 2023 in accordance with the Merger Agreement. (F1) Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement ) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period (the "Initial Milestone Event") and (ii) with respect to 4,000,000 Earnout Shares, $20.00 per share over any 20 trading days within any 30-trading day period. |