SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Papandreou George

(Last)

(First)

(Middle)

C/O ORCHESTRA BIOMED HOLDINGS, INC.

150 UNION SQUARE DRIVE

(Street)

NEW HOPE

18938

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/19/2023

3. Issuer Name and Ticker or Trading Symbol
Orchestra BioMed Holdings, Inc. [ OBIO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

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

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.0001 per share ("Common Stock")	20,000⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	08/05/2031	Common Stock	23,250	$4.75	D
Stock Option (Right to Buy)	⁽³⁾	04/12/2032	Common Stock	6,278	$4.06	D
Stock Option (Right to Buy)	⁽⁴⁾	08/18/2032	Common Stock	23,622	$10	D
Stock Option (Right to Buy)	⁽⁵⁾	07/01/2033	Common Stock	30,000	$7.77	D
Warrants (Right to Buy)	⁽⁶⁾	01/26/2028	Common Stock	50,000	$11.5	D

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

	/s/ Silas Newcomb, Attorney-in-Fact	09/29/2023
	** 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 5 (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.
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