Sec Form 3 Filing - Papandreou George @ Orchestra BioMed Holdings, Inc. - 2023-09-19

FORM 3 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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Papandreou George 2. Issuer Name and Ticker or Trading Symbol Orchestra BioMed Holdings, Inc. [ OBIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ 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) 09/19/2023 (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") 20,000 ( 1 ) D

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 Stock Option (Right to Buy) $ 4.75 ( 2 ) 08/05/2031 Common Stock 23,250 D Stock Option (Right to Buy) $ 4.06 ( 3 ) 04/12/2032 Common Stock 6,278 D Stock Option (Right to Buy) $ 10 ( 4 ) 08/18/2032 Common Stock 23,622 D Stock Option (Right to Buy) $ 7.77 ( 5 ) 07/01/2033 Common Stock 30,000 D Warrants (Right to Buy) $ 11.5 ( 6 ) 01/26/2028 Common Stock 50,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Papandreou George C/O ORCHESTRA BIOMED HOLDINGS, INC. 150 UNION SQUARE DRIVE NEW HOPE, PA18938 See Remarks Signatures /s/ Silas Newcomb, Attorney-in-Fact 09/29/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents an award of restricted stock units ("RSUs"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs vest over a three-year period as follows: (i) 34% of the shares will vest on the 18-month anniversary of July 24, 2023 (the "Vesting Commencement Date"), (ii) 33% the shares will vest on the two-year anniversary of the Vesting Commencement Date, and (iii) 33% of the shares will vest on the three-year anniversary of the Vesting Commencement Date, subject to the Reporting Person's continuous service through such dates. ( 2 )The stock options vest over a three-year period in equal monthly installments beginning on the one-month anniversary of the grant date, subject to the Reporting Person's continous service through such dates. The grant date was August 5, 2021. ( 3 )The stock options vest over a three-year period as follows: (i) 33% of the undelrying shares will vest on the one-year anniversary of the grant date and (ii) 67% of the underlying shares will vest in equal installments on a quarterly basis on the last day of each quarter, starting on the last day of the first quarter after the first year anniversary of the grant date, subject to the Reporting Person's continous service through such dates. The grant date was April 12, 2022. ( 4 )The stock options vest over a three-year period as follows: (i) 33% of the undelrying shares will vest on the one-year anniversary of the grant date and (ii) 67% of the underlying shares will vest in equal installments on a quarterly basis on the last day of each quarter, starting on the last day of the first quarter after the first year anniversary of the grant date, subject to the Reporting Person's continous service through such dates. The grant date was August 18, 2022. ( 5 )The stock options vest over a four-year period as follows: (i) 25% of the undelrying shares will vest on the one-year anniversary of the grant date and (ii) 75% of the underlying shares will vest in equal installments on a quarterly basis on the last day of each quarter, starting on the last day of the first quarter after the first year anniversary of the grant date, subject to the Reporting Person's continous service through such dates. The grant date was July 1, 2023. ( 6 )50% of the shares of Common Stock underlying the Warrants will vest and become exercisable on January 26, 2025, and the remaining 50% of the shares of Common Stock underlying the Warrants will vest and become exercisable on Janaury 26, 2026, in each case subject to the Reporting Person's continuous service through such dates.

Remarks: Title: General Manager and Senior Vice President, Focal Therapies Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.