Sec Form 4 Filing - Hochman David P @ Orchestra BioMed Holdings, Inc. - 2023-01-26

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hochman David P 2. Issuer Name and Ticker or Trading Symbol Orchestra BioMed Holdings, Inc. [ OBIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O ORCHESTRA BIOMED HOLDINGS, INC., 150 UNION SQUARE DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/26/2023 (Street) NEW HOPE, PA18938 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock, par value $0.0001 per share ("Common Stock") 01/26/2023 A 135,947( 1 ) A 135,947 D Common Stock 01/26/2023 A 51,342( 1 ) A 51,342 I By the DPH 2008 Trust Common Stock 01/26/2023 A 3,140( 1 ) A 3,140 I By the NSH 2008 Family Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Nonstatutory Stock Option (Right to Buy) $ 4.3 01/26/2023 A 194,071 01/26/2023 08/07/2028 Common Stock 194,071 ( 5 ) 194,071 D Nonstatutory Stock Option (Right to Buy) $ 4.06 01/26/2023 A 31,000 ( 6 ) 04/11/2032 Common Stock 31,000 ( 7 ) 31,000 D Nonstatutory Stock Option (Right to Buy) $ 10 01/26/2023 A 300,181 ( 8 ) 08/25/2032 Common Stock 300,181 ( 9 ) 300,181 D Nonstatutory Stock Option (Right to Buy) $ 10 01/26/2023 A 208,216 ( 10 ) 08/25/2032 Common Stock 208,216 ( 11 ) 208,216 I By the DPH 2008 Trust Nonstatutory Stock Option (Right to Buy) $ 10 01/26/2023 A 116,250 ( 12 ) 01/19/2023 Common Stock 116,250 ( 13 ) 116,250 D Incentive Stock Option (Right to Buy) $ 4.3 01/26/2023 A 69,750 01/26/2023 08/07/2028 Common Stock 69,750 ( 14 ) 69,750 D Incentive Stock Option (Right to Buy) $ 4.06 01/26/2023 A 6,743 ( 15 ) 04/11/2032 Common Stock 6,743 ( 16 ) 6,743 D Warrant (Right to Buy) $ 21.51 01/26/2023 A 422 01/26/2023 05/31/2023 Common Stock 422 ( 17 ) 422 D Warrant (Right to Buy) $ 21.51 01/26/2023 A 410 01/26/2023 05/31/2023 Common Stock 410 ( 18 ) 410 I By the NSH 2008 Family Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hochman David P C/O ORCHESTRA BIOMED HOLDINGS, INC. 150 UNION SQUARE DRIVE NEW HOPE, PA18938 X See Remarks Signatures /s/ Matthew R. Schob, Attorney-in-Fact 01/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )Received in the Business Combination in exchange for 292,360 shares of common stock of Legacy Orchestra ("Legacy Orchestra Common Stock"). ( 3 )Received in the Business Combination in exchange for 110,412 shares of common stock of Legacy Orchestra Common Stock. ( 4 )Received in the Business Combination in exchange for 6,753 shares of common stock of Legacy Orchestra Common Stock. ( 5 )Received in the Business Combination in exchange for a nonstatutory stock option to acquire 417,357 shares of Legacy Orchestra Common Sto ck for $2.00 per share. ( 6 )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. ( 7 )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. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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. ( 12 )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. ( 13 )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. ( 14 )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. ( 15 )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. ( 16 )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. ( 17 )Received in the Business Combination in exchange for warrants to purchase 907 shares of Legacy Orchestra Common Stock for $10.00 per share. ( 18 )Received in the Business Combination in exchange for warrants to purchase 881 shares of Legacy Orchestra Common Stock for $10.00 per share.

Remarks: Chief Executive Officer and Chairperson

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