4//SEC Filing
Fain Eric S 4
Accession 0001213900-23-006184
CIK 0001814114other
Filed
Jan 29, 7:00 PM ET
Accepted
Jan 30, 9:29 PM ET
Size
16.2 KB
Accession
0001213900-23-006184
Insider Transaction Report
Form 4
Fain Eric S
Director
Transactions
- Award
Common Stock, par value $0.0001 per share ("Common Stock")
2023-01-26+22,065→ 22,065 total(indirect: By Trust) - Award
Nonstatutory Stock Option (Right to Buy)
2023-01-26+18,600→ 18,600 total(indirect: By Trust)Exercise: $4.30From: 2023-01-26Exp: 2028-11-16→ Common Stock (18,600 underlying) - Award
Nonstatutory Stock Option (Right to Buy)
2023-01-26+6,975→ 6,975 total(indirect: By Trust)Exercise: $4.30From: 2023-01-26Exp: 2029-08-06→ Common Stock (6,975 underlying) - Award
Nonstatutory Stock Option (Right to Buy)
2023-01-26+23,250→ 23,250 total(indirect: By Trust)Exercise: $10.00Exp: 2032-08-25→ Common Stock (23,250 underlying) - Award
Warrant (Right to Buy)
2023-01-26+2,906→ 2,906 total(indirect: By Trust)Exercise: $1.08From: 2023-01-26Exp: 2023-05-31→ Common Stock (2,906 underlying)
Footnotes (7)
- [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").
- [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.
- [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.
- [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.
- [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.
- [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.
Documents
Issuer
Orchestra BioMed Holdings, Inc.
CIK 0001814114
Entity typeother
Related Parties
1- filerCIK 0001402222
Filing Metadata
- Form type
- 4
- Filed
- Jan 29, 7:00 PM ET
- Accepted
- Jan 30, 9:29 PM ET
- Size
- 16.2 KB