Orchestra BioMed (OBIO) Form 4/A Orchestra BioMed / Michael Kaswan ownership change

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Kaswan Michael

(Last) (First) (Middle)

C/O ORCHESTRA BIOMED HOLDINGS, INC.

150 UNION SQUARE DRIVE

(Street)

NEW YORK PA 18938

(City) (State) (Zip)

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)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)
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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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		192,566		(2)	08/17/2032	Common Stock	192,566	(3)	192,566	D

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 have vested and will vest in equal installments over a three-year period 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 414,120 shares of Legacy Orchestra Common Stock for $4.65 per share.

	/s/ Matthew R. Schob, Attorney-in-Fact	05/19/2023
	** Signature of Reporting Person	Date
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).
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