Orchestra Biomed Holdings Inc.

04/04/2025 | Press release | Distributed by Public on 04/04/2025 19:45

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Hochman David P
2. Issuer Name and Ticker or Trading Symbol
Orchestra BioMed Holdings, Inc. [OBIO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O ORCHESTRA BIOMED HOLDINGS, INC., 150 UNION SQUARE DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2025
(Street)
NEW HOPE, PA 18938
4. If Amendment, Date 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
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.0001 per share ("Common Stock") 04/04/2025 A 98,333(1) A $ 0 579,498 D
Common Stock 335,002 I By the DPH 2008 Trust
Common Stock 2,000 I By the Solomon Ascher Hochman 2019 Trust
Common Stock 2,000 I By the Hannah Hochman 2019 Trust
Common Stock 2,000 I By the Judah Herman Hochman 2019 Trust
Common Stock 3,140 I By the NSH 2008 Family Trust
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $2.76 04/04/2025 A 147,500 (2) 04/04/2035 Common Stock 147,500 $ 0 147,500 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hochman David P
C/O ORCHESTRA BIOMED HOLDINGS, INC.
150 UNION SQUARE DRIVE
NEW HOPE, PA 18938
X See Remarks

Signatures

/s/ Andrew Taylor, Attorney-in-Fact 04/04/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest over a three-year period as follows: (i) 33.33% of the shares will vest 24 months after April 4, 2025 (the "Issue Date"), (ii) 33.33% of the shares will vest 30 months after the Issue Date, and (iii) 33.34% of the shares will vest 36 months after the Issue Date, subject to the Reporting Person's continuous service through such dates.
(2) The stock options will vest as follows: (i) 36,875 of the stock options will vest on April 4, 2026 (the "Vesting Commencement Date") and (ii) the remaining 110,625 stock options will vest in equal installments every three months on the same day of the month as the Vesting Commencement Date, starting on July 4, 2026, subject to the Reporting Person's continuous service through such dates.

Remarks:
Chief Executive Officer and Chairperson
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.