Sec Form 4/A Filing - Mika Yuval @ Orchestra BioMed Holdings, Inc. - 2023-01-26

Insider filing report for Changes in Beneficial Ownership
"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>>
FORM 4/A
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
Mika Yuval
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)
01/26/2023
(Street)
NEW HOPE, PA18938
4. If Amendment, Date Original Filed (MM/DD/YY)
01/30/2023
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
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) ( 1 ) $ 10 01/26/2023 A 234,242 ( 2 ) 08/17/2032 Common Stock 234,242 ( 3 ) 234,242 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mika Yuval
C/O ORCHESTRA BIOMED HOLDINGS, INC.
150 UNION SQUARE DRIVE
NEW HOPE, PA18938
See Remarks
Signatures
/s/ Matthew R. Schob, Attorney-in-Fact 05/19/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 30, 2023, the Reporting Person filed a Form 4 which inadvertently (i) misstated the expiration date of one class of nonstatutory stock options ("NSOs") and (ii) misstated the vesting schedule for such NSOs. In accordance with Instruction 9(b) to Form 4, this amendment is filed solely to (i) correct the incorrect expiration date in Table II, Column 6 to August 17, 2032 , and (ii) correct the incorrect vesting schedule set forth in the footnote corresponding to such NSOs, which is reproduced in this amendment with the correct vesting schedule; as provided in that instruction, the remainder of the information in the original filing is not restated in this amendment, and no other amendment is made to the original filing.
( 2 )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 September 30, 2022, subject to the Reporting Person's continuous service through such dates. The grant date is August 18, 2022.
( 3 )Received in the Business Combination in exchange for a nonstatutory stock option to acquire 503,746 shares of Legacy Orchestra Common Stock for $4.65 per share.

Remarks:
General Manager and Chief Technology Officer, Bioelectronic Therapies

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.