Smith Geoffrey Wade 4/A
4/A · Orchestra BioMed Holdings, Inc. · Filed May 8, 2023
Insider Transaction Report
Form 4/AAmended
Smith Geoffrey Wade
Director
Transactions
- Award
Right to Receive Earnout Shares
2023-01-26+87,522→ 87,522 total(indirect: By Ascent Biomedical Ventures II NY, LP)→ Common Stock (87,522 underlying) - Award
Right to Receive Earnout Shares
2023-01-26+111,566→ 111,566 total(indirect: By Ascent Biomedical Ventures Synecor, LP)→ Common Stock (111,566 underlying) - Award
Right to Receive Earnout Shares
2023-01-26+456,146→ 456,146 total(indirect: By Ascent Biomedical Ventures II, LP)→ Common Stock (456,146 underlying) - Award
Right to Receive Earnout Shares
2023-01-26+1,516→ 1,516 total→ Common Stock (1,516 underlying)
Footnotes (2)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period 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]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.