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Nasdaq · USD

OBIO

Orchestra BioMed Holdings, Inc.

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Tapewire entity
434
SEC CIK
0001814114
Parsed reports
210

Last 12 months

Inside the activity.

9 purchase rows · 6 sale rows

Disclosed non-derivative P/S rows, by transaction month. Includes amendments and private transactions.
Monthly counts
MonthPurchasesSales
Nov 202510
Dec 202500
Jan 202600
Feb 202600
Mar 202610
Apr 202601
May 202640
Jun 202611
Jul 202601
Aug 202611
Sep 202611
Oct 202601

Latest available

Insider transactions

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction dateOwner / reported roleActivity / securityShares / unitsReported priceReported valueDetails
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantIncentive Stock Option (Right to Buy) · Derivative 6,743 Not disclosed Strike: $4.06 Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · derivative · entry 10

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,743

Underlying: Common Stock · 6,743 shares

Expires 2032-04-11

F16 · price: 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.

F15 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantIncentive Stock Option (Right to Buy) · Derivative 69,750 Not disclosed Strike: $4.30 Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · derivative · entry 9

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 69,750

Underlying: Common Stock · 69,750 shares

Expires 2028-08-07

F14 · price: Received in the Business Combination in exchange for an incentive stock option to acquire 150,000 shares of Legacy Orchestra Common Stock for $2.00 per share.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 116,250 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · derivative · entry 8

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 116,250

Underlying: Common Stock · 116,250 shares

Expires 2023-01-19

F13 · price: 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.

F12 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 208,216 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · derivative · entry 7

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Indirect · By the DPH 2008 Trust

Disclosed balance after: 208,216

Underlying: Common Stock · 208,216 shares

Expires 2032-08-25

F11 · price: Received in the Business Combination in exchange for a nonstatutory stock option to acquire 447,776 shares of Legacy Orchestra Common Stock for $4.65 per share.

F10 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 300,181 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · derivative · entry 6

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 300,181

Underlying: Common Stock · 300,181 shares

Expires 2032-08-25

F9 · price: Received in the Business Combination in exchange for a nonstatutory stock option to acquire 645,551 shares of Legacy Orchestra Common Stock for $4.65 per share.

F8 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 31,000 Not disclosed Strike: $4.06 Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · derivative · entry 5

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 31,000

Underlying: Common Stock · 31,000 shares

Expires 2032-04-11

F7 · price: Received in the Business Combination in exchange for a nonstatutory stock option to acquire 66,667 shares of Legacy Orchestra Common Stock for $1.89 per share.

F6 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 194,071 Not disclosed Strike: $4.30 Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · derivative · entry 4

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 194,071

Underlying: Common Stock · 194,071 shares

Expires 2028-08-07

F5 · price: Received in the Business Combination in exchange for a nonstatutory stock option to acquire 417,357 shares of Legacy Orchestra Common Stock for $2.00 per share.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantCommon Stock 3,140 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · nonDerivative · entry 3

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Indirect · By the NSH 2008 Family Trust

Disclosed balance after: 3,140

F1 · shares: 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.

F4 · price: Received in the Business Combination in exchange for 6,753 shares of common stock of Legacy Orchestra Common Stock.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantCommon Stock 51,342 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · nonDerivative · entry 2

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Indirect · By the DPH 2008 Trust

Disclosed balance after: 51,342

F1 · shares: 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.

F3 · price: Received in the Business Combination in exchange for 110,412 shares of common stock of Legacy Orchestra Common Stock.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:26 UTC
Hochman David PDirector · See Remarks
GrantCommon Stock, par value $0.0001 per share ("Common Stock") 135,947 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-006179 · ownership.xml · nonDerivative · entry 1

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 135,947

F1 · shares: 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 · price: Received in the Business Combination in exchange for 292,360 shares of common stock of Legacy Orchestra ("Legacy Orchestra Common Stock").

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:24 UTC
Sherman DarrenDirector · See Remarks
GrantIncentive Stock Option (Right to Buy) · Derivative 6,743 Not disclosed Strike: $4.06 Not disclosed
Disclosure

SEC source: 0001213900-23-006176 · ownership.xml · derivative · entry 6

Sherman Darren · CIK 0001723524 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,743

Underlying: Common Stock · 6,743 shares

Expires 2032-04-11

F11 · price: 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 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:24 UTC
Sherman DarrenDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 116,250 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-006176 · ownership.xml · derivative · entry 5

Sherman Darren · CIK 0001723524 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 116,250

Underlying: Common Stock · 116,250 shares

Expires 2023-01-19

F9 · price: 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 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:24 UTC
Sherman DarrenDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 508,397 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-006176 · ownership.xml · derivative · entry 4

Sherman Darren · CIK 0001723524 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 508,397

Underlying: Common Stock · 508,397 shares

Expires 2023-08-07

F7 · price: 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 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:24 UTC
Sherman DarrenDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 46,500 Not disclosed Strike: $4.30 Not disclosed
Disclosure

SEC source: 0001213900-23-006176 · ownership.xml · derivative · entry 3

Sherman Darren · CIK 0001723524 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 46,500

Underlying: Common Stock · 46,500 shares

Expires 2032-04-11

F5 · price: 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 · derivative.exercise_date: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:24 UTC
Sherman DarrenDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 310,321 Not disclosed Strike: $4.30 Not disclosed
Disclosure

SEC source: 0001213900-23-006176 · ownership.xml · derivative · entry 2

Sherman Darren · CIK 0001723524 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 310,321

Underlying: Common Stock · 310,321 shares

Expires 2028-08-07

F3 · price: 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.

Read SEC document
January 26, 2023 Filed Jan 31, 2023 02:24 UTC
Sherman DarrenDirector · See Remarks
GrantCommon Stock, par value $0.0001 per share ("Common Stock") 68,189 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-006176 · ownership.xml · nonDerivative · entry 1

Sherman Darren · CIK 0001723524 · Director · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 68,189

F1 · shares: 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 · price: Received in the Business Combination in exchange for 147,998 shares of common stock of Legacy Orchestra ("Legacy Orchestra Common Stock").

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantStock Options (Right to Buy) · Derivative 23,250 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · derivative · entry 11

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 23,250

Underlying: Common Stock · 23,250 shares

Expires 2032-08-25

F14 · price: Received in connection with the Business Combination in exchange for options to acquire 50,000 shares of Orchestra common stock for $4.65 per share.

F13 · derivative.exercise_date: The stock option vests in quarterly installments with a one year cliff beginning on August 18, 2023.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantStock Options (Right to Buy) · Derivative 6,975 Not disclosed Strike: $4.30 Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · derivative · entry 10

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,975

Underlying: Common Stock · 6,975 shares

Expires 2029-08-06

F12 · price: Received in connection with the Business Combination in exchange for options to acquire 15,000 shares of Orchestra common stock for $2.00 per share.

F10 · derivative.exercise_date: The stock option is fully vested and exercisable.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantStock Options (Right to Buy) · Derivative 18,600 Not disclosed Strike: $4.30 Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · derivative · entry 9

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 18,600

Underlying: Common Stock · 18,600 shares

Expires 2028-08-07

F11 · price: Received in connection with the Business Combination in exchange for options to acquire 40,000 shares of Orchestra common stock for $2.00 per share.

F10 · derivative.exercise_date: The stock option is fully vested and exercisable.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantWarrants (Right to Buy) · Derivative 519 Not disclosed Strike: $21.51 Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · derivative · entry 8

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Ascent Biomedical Ventures Synecor, LP

Disclosed balance after: 519

Underlying: Common Stock · 519 shares

Expires 2023-05-31

F9 · price: Received in connection with the Business Combination in exchange for warrants to acquire 1,117 shares of Orchestra common stock for $10.00 per share.

F6 · derivative.exercise_date: The warrants are immediately exercisable in full.

F4 · ownership.nature: The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantWarrants (Right to Buy) · Derivative 136,097 Not disclosed Strike: $21.51 Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · derivative · entry 7

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Ascent Biomedical Ventures II, LP

Disclosed balance after: 136,097

Underlying: Common Stock · 136,097 shares

Expires 2023-05-31

F8 · price: Received in connection with the Business Combination in exchange for warrants to acquire 292,682 shares of Orchestra common stock for $10.00 per share.

F6 · derivative.exercise_date: The warrants are immediately exercisable in full.

F4 · ownership.nature: The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantWarrants (Right to Buy) · Derivative 43,940 Not disclosed Strike: $21.51 Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · derivative · entry 6

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Ascent Biomedical Ventures II NY, LP

Disclosed balance after: 43,940

Underlying: Common Stock · 43,940 shares

Expires 2023-05-31

F7 · price: Received in connection with the Business Combination in exchange for warrants to acquire 94,494 shares of Orchestra common stock for $10.00 per share.

F6 · derivative.exercise_date: The warrants are immediately exercisable in full.

F4 · ownership.nature: The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantCommon Stock 256,623 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · nonDerivative · entry 4

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Ascent Biomedical Ventures Synecor, LP

Disclosed balance after: 256,623

F3 · price: Received in exchange for shares of Orchestra common stock that automatically converted into shares of New Orchestra common stock on a 1 for 0.465 basis upon the closing date of the Business Combination.

F4 · ownership.nature: The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantCommon Stock 1,049,224 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · nonDerivative · entry 3

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Ascent Biomedical Ventures II, LP

Disclosed balance after: 1,049,224

F3 · price: Received in exchange for shares of Orchestra common stock that automatically converted into shares of New Orchestra common stock on a 1 for 0.465 basis upon the closing date of the Business Combination.

F4 · ownership.nature: The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantCommon Stock 201,319 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · nonDerivative · entry 2

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Indirect · By Ascent Biomedical Ventures II NY, LP

Disclosed balance after: 201,319

F3 · price: Received in exchange for shares of Orchestra common stock that automatically converted into shares of New Orchestra common stock on a 1 for 0.465 basis upon the closing date of the Business Combination.

F4 · ownership.nature: The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 21:16 UTC GrantCommon Stock 3,488 Not disclosed Not disclosed
Disclosure

SEC source: 0000899243-23-002966 · doc4.xml · nonDerivative · entry 1

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,488

F1 · shares: Represents restricted stock awards ("RSAs") that vest in two equal annual installments beginning on April 12, 2023, subject to the reporting person's continued service with Orchestra BioMed Holdings, Inc. ("New Orchestra") on such vesting date.

F2 · price: Received in connection with the business combination of Orchestra BioMed, Inc. ("Orchestra") with Health Sciences Acquisitions Corporation 2 (the "Business Combination") in exchange for 1,621 RSAs of Orchestra.

Read SEC document
January 26, 2023 Filed Jan 30, 2023 22:11 UTC
WONG RODERICK10% owner
GrantCommon Stock 2,310,000 Not disclosed Not disclosed
Disclosure

SEC source: 0001062993-23-001606 · form4.xml · nonDerivative · entry 1

RTW INVESTMENTS, LP · CIK 0001493215 · 10% owner

WONG RODERICK · CIK 0001493280 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnote

Disclosed balance after: 5,118,512

F1 · kind: Received in exchange for 4,967,741 shares of Orchestra BioMed, Inc. ("Orchestra") common stock in connection with the merger of Orchestra into Health Sciences Acquisitions Corporation 2 ("HSAC 2"), renamed upon closing "Orchestra BioMed Holdings, Inc." ("OBIO") at an exchange ratio of 0.465 shares of ordinary shares of HSAC2/OBIO for each whole share of Orchestra common stock. On the effective date of the merger, the closing price of OBIO's common stock was $13.31 per share.

F1 · price: Received in exchange for 4,967,741 shares of Orchestra BioMed, Inc. ("Orchestra") common stock in connection with the merger of Orchestra into Health Sciences Acquisitions Corporation 2 ("HSAC 2"), renamed upon closing "Orchestra BioMed Holdings, Inc." ("OBIO") at an exchange ratio of 0.465 shares of ordinary shares of HSAC2/OBIO for each whole share of Orchestra common stock. On the effective date of the merger, the closing price of OBIO's common stock was $13.31 per share.

F2 · ownership.nature: Held by certain affiliated funds managed by RTW Investments, LP ("RTW"), and Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of RTW. The reporting persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein.

Read SEC document
January 26, 2023 Filed May 6, 2023 00:13 UTC Amendment
Mika YuvalSee Remarks
GrantRight to Receive Earnout Shares · Derivative 17,704 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037019 · ownership.xml · derivative · entry 1

Mika Yuval · CIK 0001949285 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 17,704

Underlying: Common Stock · 17,704 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment. The original Form 4 also mistakenly indicated that the Reporting Person is a director of the Issuer; the Reporting Person is not a director of the Issuer.

F2 · derivative.exercise_price: 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 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.

F2 · price: 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 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.

F2 · derivative.exercise_date: 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 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.

F2 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 6, 2023 00:11 UTC Amendment GrantRight to Receive Earnout Shares · Derivative 1,516 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037017 · ownership.xml · derivative · entry 1

Yanchik Connealy Pamela · CIK 0001796310 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,516

Underlying: Common Stock · 1,516 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F2 · derivative.exercise_price: 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 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.

F2 · price: 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 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.

F2 · derivative.exercise_date: 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 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.

F2 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 6, 2023 00:10 UTC Amendment
Kaswan MichaelChief Financial Officer
GrantRight to Receive Earnout Shares · Derivative 58,058 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037014 · ownership.xml · derivative · entry 1

Kaswan Michael · CIK 0001324483 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 58,058

Underlying: Common Stock · 58,058 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F2 · derivative.exercise_price: 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 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.

F2 · price: 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 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.

F2 · derivative.exercise_date: 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 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.

F2 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 6, 2023 00:08 UTC Amendment
Hochman David PDirector · See Remarks
GrantRight to Receive Earnout Shares · Derivative 1,366 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037012 · ownership.xml · derivative · entry 3

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: No plan indicated

Ownership: Indirect · By the NSH 2008 Family Trust

Disclosed balance after: 1,366

Underlying: Common Stock · 1,366 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F2 · derivative.exercise_price: 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 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.

F2 · price: 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 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.

F2 · derivative.exercise_date: 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 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.

F2 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 6, 2023 00:08 UTC Amendment
Hochman David PDirector · See Remarks
GrantRight to Receive Earnout Shares · Derivative 22,320 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037012 · ownership.xml · derivative · entry 2

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: No plan indicated

Ownership: Indirect · By the DPH 2008 Trust

Disclosed balance after: 22,320

Underlying: Common Stock · 22,320 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F2 · derivative.exercise_price: 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 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.

F2 · price: 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 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.

F2 · derivative.exercise_date: 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 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.

F2 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 6, 2023 00:08 UTC Amendment
Hochman David PDirector · See Remarks
GrantRight to Receive Earnout Shares · Derivative 59,102 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037012 · ownership.xml · derivative · entry 1

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 59,102

Underlying: Common Stock · 59,102 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F2 · derivative.exercise_price: 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 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.

F2 · price: 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 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.

F2 · derivative.exercise_date: 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 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.

F2 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 6, 2023 00:07 UTC Amendment
Sherman DarrenDirector · See Remarks
GrantRight to Receive Earnout Shares · Derivative 29,918 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037010 · ownership.xml · derivative · entry 2

Sherman Darren · CIK 0001723524 · Director · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 29,918

Underlying: Common Stock · 29,918 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (1) misstated the number of shares of Common Stock acquired by the Reporting Person in the Business Combination (defined below) as 68,189 instead of the correct 68,819 shares of Common Stock and (2) omitted the right to receive Earnout Shares (defined below). In accordance with Instructions 9(a) and 9(b) to Form 4, this amendment is filed solely to (1) correct the amounts in Table I, Column 4 and Column 5 and (2) add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F4 · derivative.exercise_price: Pursuant to 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 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.

F4 · price: Pursuant to 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 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.

F4 · derivative.exercise_date: Pursuant to 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 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.

F4 · derivative.expiration_date: Pursuant to 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 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.

Read SEC document
January 26, 2023 Filed May 6, 2023 00:07 UTC Amendment
Sherman DarrenDirector · See Remarks
GrantCommon Stock, par value $0.0001 per share ("Common Stock") 68,819 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037010 · ownership.xml · nonDerivative · entry 1

Sherman Darren · CIK 0001723524 · Director · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 68,819

F1 · shares: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (1) misstated the number of shares of Common Stock acquired by the Reporting Person in the Business Combination (defined below) as 68,189 instead of the correct 68,819 shares of Common Stock and (2) omitted the right to receive Earnout Shares (defined below). In accordance with Instructions 9(a) and 9(b) to Form 4, this amendment is filed solely to (1) correct the amounts in Table I, Column 4 and Column 5 and (2) add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F2 · shares: 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.

F3 · price: Received in the Business Combination in exchange for 147,998 shares of common stock of Legacy Orchestra ("Legacy Orchestra Common Stock").

F1 · balance_after: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (1) misstated the number of shares of Common Stock acquired by the Reporting Person in the Business Combination (defined below) as 68,189 instead of the correct 68,819 shares of Common Stock and (2) omitted the right to receive Earnout Shares (defined below). In accordance with Instructions 9(a) and 9(b) to Form 4, this amendment is filed solely to (1) correct the amounts in Table I, Column 4 and Column 5 and (2) add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

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January 26, 2023 Filed May 5, 2023 23:50 UTC Amendment
Aryeh JasonDirector
GrantRight to Receive Earnout Shares · Derivative 22,492 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037006 · ownership.xml · derivative · entry 1

Aryeh Jason · CIK 0001376960 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 22,492

Underlying: Common Stock · 22,492 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F2 · derivative.exercise_price: 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 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.

F2 · price: 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 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.

F2 · derivative.exercise_date: 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 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.

F2 · derivative.expiration_date: 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 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.

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January 26, 2023 Filed May 5, 2023 23:47 UTC Amendment
Fain Eric SDirector
GrantRight to Receive Earnout Shares · Derivative 9,592 Not disclosed Not disclosed
Disclosure

SEC source: 0001213900-23-037004 · ownership.xml · derivative · entry 1

Fain Eric S · CIK 0001402222 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By the Fain Living Trust

Disclosed balance after: 9,592

Underlying: Common Stock · 9,592 shares

Expires not disclosed

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently omitted the right to receive Earnout Shares (defined below). In accordance with Instruction 9(a) to Form 4, this amendment is filed solely to add the lines of information to Table II included here; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F2 · derivative.exercise_price: 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 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.

F2 · price: 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 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.

F2 · derivative.exercise_date: 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 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.

F2 · derivative.expiration_date: 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 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.

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January 26, 2023 Filed May 8, 2023 11:47 UTC Amendment GrantRight to Receive Earnout Shares · Derivative 111,566 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-23-056864 · tm2314913-2_4aseq1.xml · derivative · entry 4

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Ascent Biomedical Ventures Synecor, LP

Disclosed balance after: 111,566

Underlying: Common Stock · 111,566 shares

Expires not disclosed

F1 · derivative.exercise_price: 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 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.

F1 · price: 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 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.

F1 · derivative.exercise_date: 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 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.

F1 · derivative.expiration_date: 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 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.

F2 · ownership.nature: The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein.

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January 26, 2023 Filed May 8, 2023 11:47 UTC Amendment GrantRight to Receive Earnout Shares · Derivative 456,146 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-23-056864 · tm2314913-2_4aseq1.xml · derivative · entry 3

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Ascent Biomedical Ventures II, LP

Disclosed balance after: 456,146

Underlying: Common Stock · 456,146 shares

Expires not disclosed

F1 · derivative.exercise_price: 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 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.

F1 · price: 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 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.

F1 · derivative.exercise_date: 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 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.

F1 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 8, 2023 11:47 UTC Amendment GrantRight to Receive Earnout Shares · Derivative 87,522 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-23-056864 · tm2314913-2_4aseq1.xml · derivative · entry 2

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By Ascent Biomedical Ventures II NY, LP

Disclosed balance after: 87,522

Underlying: Common Stock · 87,522 shares

Expires not disclosed

F1 · derivative.exercise_price: 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 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.

F1 · price: 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 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.

F1 · derivative.exercise_date: 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 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.

F1 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 8, 2023 11:47 UTC Amendment GrantRight to Receive Earnout Shares · Derivative 1,516 Not disclosed Not disclosed
Disclosure

SEC source: 0001104659-23-056864 · tm2314913-2_4aseq1.xml · derivative · entry 1

Smith Geoffrey Wade · CIK 0001418239 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,516

Underlying: Common Stock · 1,516 shares

Expires not disclosed

F1 · derivative.exercise_price: 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 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.

F1 · price: 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 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.

F1 · derivative.exercise_date: 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 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.

F1 · derivative.expiration_date: 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 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.

Read SEC document
January 26, 2023 Filed May 19, 2023 18:02 UTC Amendment GrantNonstatutory Stock Option (Right to Buy) · Derivative 23,250 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041634 · ownership.xml · derivative · entry 1

ROSE ERIC A MD · CIK 0001139301 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,250

Underlying: Common Stock · 23,250 shares

Expires 2032-08-17

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently misstated the expiration date of one class of nonstatutory stock options ("NSOs"). In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to correct the incorrect expiration date in Table II, Column 6 to August 17, 2032; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F3 · price: 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.

F2 · derivative.exercise_date: The NSOs 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 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 date. The grant date is August 18, 2022.

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January 26, 2023 Filed May 19, 2023 21:58 UTC Amendment
Mika YuvalSee Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 234,242 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041632 · ownership.xml · derivative · entry 1

Mika Yuval · CIK 0001949285 · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 234,242

Underlying: Common Stock · 234,242 shares

Expires 2032-08-17

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (i) misstated the expiration date of one class of nonstatutory stock options ("NSOs") and (ii) misstated the vesting schedule for such NSOs. In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to (i) correct the incorrect expiration date in Table II, Column 6 to August 17, 2032 , and (ii) correct the incorrect vesting schedule set forth in the footnote corresponding to such NSOs, which is reproduced in this amendment with the correct vesting schedule; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F3 · price: Received in the Business Combination in exchange for a nonstatutory stock option to acquire 503,746 shares of Legacy Orchestra Common Stock for $4.65 per share.

F2 · derivative.exercise_date: 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 September 30, 2022, subject to the Reporting Person's continuous service through such dates. The grant date is August 18, 2022.

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January 26, 2023 Filed May 19, 2023 21:55 UTC Amendment
Kaswan MichaelChief Financial Officer
GrantNonstatutory Stock Option (Right to Buy) · Derivative 192,566 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041629 · ownership.xml · derivative · entry 1

Kaswan Michael · CIK 0001324483 · Chief Financial Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 192,566

Underlying: Common Stock · 192,566 shares

Expires 2032-08-17

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (i) misstated the expiration date of one class of nonstatutory stock options ("NSOs") and (ii) misstated the vesting schedule for such NSOs. In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to (i) correct the incorrect expiration date in Table II, Column 6 to August 17, 2032, and (ii) correct the incorrect vesting schedule set forth in the footnote corresponding to such NSOs, which is reproduced in this amendment with the correct vesting schedule; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F3 · price: Received in the Business Combination in exchange for a nonstatutory stock option to acquire 414,120 shares of Legacy Orchestra Common Stock for $4.65 per share.

F2 · derivative.exercise_date: The NSOs have vested and will vest in equal installments over a three-year period on a quarterly basis on the last day of each quarter, starting with September 30, 2022, subject to the Reporting Person's continuous service through such dates. The grant date is August 18, 2022.

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January 26, 2023 Filed May 19, 2023 21:51 UTC Amendment
Hochman David PDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 116,250 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041627 · ownership.xml · derivative · entry 3

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 116,250

Underlying: Common Stock · 116,250 shares

Expires 2033-01-19

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (i) misstated the expiration dates of three classes of nonstatutory stock options ("NSOs") and (ii) misstated the vesting schedules for such NSOs. In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to (i) correct the incorrect expiration dates in Table II, Column 6 to August 17, 2032, August 17, 2032 and January 19, 2033, respectively, and (ii) correct the incorrect vesting schedules set forth in the footnotes corresponding to such NSOs, which are reproduced in this amendment with the correct vesting schedules; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F7 · price: 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.

F6 · derivative.exercise_date: The NSOs vest over a three-year period as follows: (i) 44.4% of the underlying shares vested on the grant date and (ii) 55.6% of the underlying shares will vest in equal installments on a quarterly basis on the last day of each quarter, starting with March 31, 2023, subject to the Reporting Person's continuous service through such dates. The grant date is January 20, 2023.

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January 26, 2023 Filed May 19, 2023 21:51 UTC Amendment
Hochman David PDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 208,216 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041627 · ownership.xml · derivative · entry 2

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: No plan indicated

Ownership: Indirect · By the DPH 2008 Trust

Disclosed balance after: 208,216

Underlying: Common Stock · 208,216 shares

Expires 2032-08-17

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (i) misstated the expiration dates of three classes of nonstatutory stock options ("NSOs") and (ii) misstated the vesting schedules for such NSOs. In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to (i) correct the incorrect expiration dates in Table II, Column 6 to August 17, 2032, August 17, 2032 and January 19, 2033, respectively, and (ii) correct the incorrect vesting schedules set forth in the footnotes corresponding to such NSOs, which are reproduced in this amendment with the correct vesting schedules; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F5 · price: Received in the Business Combination in exchange for a nonstatutory stock option to acquire 447,776 shares of Legacy Orchestra Common Stock for $4.65 per share.

F4 · derivative.exercise_date: 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 September 30, 2022, subject to the Reporting Person's continuous service through such dates. The grant date is August 18, 2022.

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January 26, 2023 Filed May 19, 2023 21:51 UTC Amendment
Hochman David PDirector · See Remarks
GrantNonstatutory Stock Option (Right to Buy) · Derivative 300,181 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041627 · ownership.xml · derivative · entry 1

Hochman David P · CIK 0001292834 · Director · See Remarks

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 300,181

Underlying: Common Stock · 300,181 shares

Expires 2032-08-17

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (i) misstated the expiration dates of three classes of nonstatutory stock options ("NSOs") and (ii) misstated the vesting schedules for such NSOs. In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to (i) correct the incorrect expiration dates in Table II, Column 6 to August 17, 2032, August 17, 2032 and January 19, 2033, respectively, and (ii) correct the incorrect vesting schedules set forth in the footnotes corresponding to such NSOs, which are reproduced in this amendment with the correct vesting schedules; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F3 · price: Received in the Business Combination in exchange for a nonstatutory stock option to acquire 645,551 shares of Legacy Orchestra Common Stock for $4.65 per share.

F2 · derivative.exercise_date: 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 September 30, 2022, subject to the Reporting Person's continuous service through such dates. The grant date is August 18, 2022.

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January 26, 2023 Filed May 19, 2023 21:48 UTC Amendment
Fain Eric SDirector
GrantNonstatutory Stock Option (Right to Buy) · Derivative 23,250 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041625 · ownership.xml · derivative · entry 1

Fain Eric S · CIK 0001402222 · Director

10b5-1 filing: No plan indicated

Ownership: Indirect · By the Fain Living Trust

Disclosed balance after: 23,250

Underlying: Common Stock · 23,250 shares

Expires 2032-08-17

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently misstated the expiration date of one class of nonstatutory stock options ("NSOs"). In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to correct the incorrect expiration date in Table II, Column 6 to August 17, 2032; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F3 · price: 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.

F2 · derivative.exercise_date: The NSOs 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.

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January 26, 2023 Filed May 19, 2023 21:45 UTC Amendment GrantNonstatutory Stock Option (Right to Buy) · Derivative 23,250 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041623 · ownership.xml · derivative · entry 1

Connealy Pamela Ann · CIK 0001796310 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,250

Underlying: Common Stock · 23,250 shares

Expires 2032-08-17

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently misstated the expiration date of one class of nonstatutory stock options ("NSOs"). In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to correct the incorrect expiration date in Table II, Column 6 to August 17, 2032; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F3 · price: 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.

F2 · derivative.exercise_date: The NSOs 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 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 date. The grant date is August 18, 2022.

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January 26, 2023 Filed May 19, 2023 21:42 UTC Amendment
Aryeh JasonDirector
GrantNonstatutory Stock Option (Right to Buy) · Derivative 23,250 Not disclosed Strike: $10.00 Not disclosed
Disclosure

SEC source: 0001213900-23-041619 · ownership.xml · derivative · entry 1

Aryeh Jason · CIK 0001376960 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 23,250

Underlying: Common Stock · 23,250 shares

Expires 2032-08-17

F1 · security: On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently misstated the expiration date of one class of nonstatutory stock options ("NSOs"). In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to correct the incorrect expiration date in Table II, Column 6 to August 17, 2032; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.

F3 · price: 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.

F2 · derivative.exercise_date: 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 will vest in equal installments on a quarterly basis on the day of the month of each quarter that is the same day of the month as the grant date, starting with the corresponding date in 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.

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Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.