Sherman Darren 4
4 · Orchestra BioMed Holdings, Inc. · Filed May 5, 2023
Insider Transaction Report
Form 4
Sherman Darren
DirectorSee Remarks
Transactions
- Exercise/Conversion
Right to Receive Earnout Shares
2023-04-12−14,959→ 14,959 total→ Common Stock (14,959 underlying) - Exercise/Conversion
Common Stock, par value $0.0001 per share ("Common Stock")
2023-04-12+14,959→ 83,778 total
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 (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 14,959 shares of Common Stock were issued to the Reporting Person on April 19, 2023 in accordance with the Merger Agreement.