Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 3)*
|
Orchestra BioMed Holdings, Inc. (Name of Issuer) |
Common Stock, Par Value $0.0001 Per Share (Title of Class of Securities) |
68572M106 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
|
 Rule 13d-1(c)
|
| Rule 13d-1(d)
|
SCHEDULE 13G
|
| CUSIP No. | 68572M106 |
| 1 | Names of Reporting Persons
Medtronic plc | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
IRELAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,078,625.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
17.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Calculated based on 56,464,731 shares of Common Stock issued and outstanding as of November 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed November 10, 2025.
SCHEDULE 13G
|
| CUSIP No. | 68572M106 |
| 1 | Names of Reporting Persons
Covidien Group S.a.r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,078,625.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
17.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Calculated based on 56,464,731 shares of Common Stock issued and outstanding as of November 6, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed November 10, 2025.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Orchestra BioMed Holdings, Inc. | |
| (b) | Address of issuer's principal executive offices:
150 UNION SQUARE DRIVE, NEW HOPE, VIRGINIA, 18938. | |
| Item 2. | ||
| (a) | Name of person filing:
Medtronic plc Covidien Group S.a.r.l. | |
| (b) | Address or principal business office or, if none, residence:
Medtronic plc: Building 2, Parkmore Business Park West, Galway, Ireland Covidien Group S.a.r.l., Ground Floor, Espace Monterery, 40 Av Monterey, L-2163 Luxembourg | |
| (c) | Citizenship:
Medtronic plc: Ireland Covidien Group S.a.r.l.: Luxembourg | |
| (d) | Title of class of securities:
Common Stock, Par Value $0.0001 Per Share | |
| (e) | CUSIP No.:
68572M106 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
| |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
| |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
| |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
| |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
| |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
| |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
| |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
| |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Cover Pages, Items 5 through 11. | |
| (b) | Percent of class:
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
| ||
| (ii) Shared power to vote or to direct the vote:
| ||
| (iii) Sole power to dispose or to direct the disposition of:
| ||
| (iv) Shared power to dispose or to direct the disposition of:
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
Exhibit Information
|
Joint Filing Agreement between Medtronic plc and Covidien Group S.a.r.l., dated as of February 6, 2023, filed as Exhibit 1 to the Schedule 13G filed on February 6, 2023. |