Smith Geoffrey Wade 4

Accession 0001104659-23-056865

CIK 0001814114other

Filed

May 7, 8:00 PM ET

Accepted

May 8, 7:47 AM ET

Size

22.0 KB

Accession

0001104659-23-056865

Form 4

Period: 2023-04-12

Director

Transactions

Exercise/Conversion
Common Stock, par value $0.0001 per share ("Common Stock")
2023-04-12+55,783→ 312,406 total(indirect: By Ascent Biomedical Ventures Synecor, LP)
Exercise/Conversion
Common Stock, par value $0.0001 per share ("Common Stock")
2023-04-12+43,761→ 245,080 total(indirect: By Ascent Biomedical Ventures II NY, LP)
Exercise/Conversion
Common Stock, par value $0.0001 per share ("Common Stock")
2023-04-12+228,073→ 1,277,297 total(indirect: By Ascent Biomedical Ventures II, LP)
Exercise/Conversion
Right to Receive Earnout Shares
2023-04-12−228,073→ 228,073 total(indirect: By Ascent Biomedical Ventures II, LP)
→ Common Stock (228,073 underlying)
Exercise/Conversion
Right to Receive Earnout Shares
2023-04-12−758→ 758 total
→ Common Stock (758 underlying)
Exercise/Conversion
Common Stock, par value $0.0001 per share ("Common Stock")
2023-04-12+758→ 4,246 total
Exercise/Conversion
Right to Receive Earnout Shares
2023-04-12−55,783→ 55,783 total(indirect: By Ascent Biomedical Ventures Synecor, LP)
→ Common Stock (55,783 underlying)
Exercise/Conversion
Right to Receive Earnout Shares
2023-04-12−43,761→ 43,761 total(indirect: By Ascent Biomedical Ventures II NY, LP)
→ Common Stock (43,761 underlying)

Footnotes (3)

[F1]Pursuant to the Agreement and Plan of Merger, dated as of July 4, 2022 (and as subsequently amended) by and among the Issuer and certain other parties named therein (the "Merger Agreement"), the Reporting Person has the contingent right to receive, for no additional consideration, the Reporting Person's Pro Rata Portion (as such term is defined in the Merger Agreement ) of 8,000,000 shares of common stock of the Issuer (the "Earnout Shares") if, at any time from January 26, 2023 until January 26, 2028, the volume-weighted average price of the common stock of the Issuer is greater than or equal to (i) with respect to 4,000,000 Earnout Shares, $15.00 per share over any 20 trading days within any 30-trading day period (the "Initial Milestone Event") and (ii) with respect to 4,000,000 Earnout Shares, $20.00 per share over any 20 trading days within any 30-trading day period.
[F2]The Initial Milestone Event occurred on April 12, 2023 and the Reporting Person's Pro Rata Portion of 4,000,000 shares of Common Stock were issued to the Reporting Person on April 19, 2023 in accordance with the Merger Agreement.
[F3]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.

Documents

1 file

Orchestra BioMed Holdings, Inc.

CIK 0001814114

Entity typeother