Sec Form 4 Filing - Smith Geoffrey Wade @ Orchestra BioMed Holdings, Inc. - 2023-01-26

FORM 4 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

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1. Name and Address of Reporting Person Smith Geoffrey Wade 2. Issuer Name and Ticker or Trading Symbol Orchestra BioMed Holdings, Inc. [ OBIO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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) 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 01/26/2023 A 3,488( 1 ) A 3,488 D Common Stock 01/26/2023 A 201,319 A 201,319 I By Ascent Biomedical Ventures II NY, LP( 4 ) Common Stock 01/26/2023 A 1,049,224 A 1,049,224 I By Ascent Biomedical Ventures II, LP( 4 ) Common Stock 01/26/2023 A 256,623 A 256,623 I By Ascent Biomedical Ventures Synecor, LP( 4 )

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 Warrants (Right to Buy) $ 11.5 ( 5 ) 01/26/2028 Common Stock 15,000 15,000 D Warrants (Right to Buy) $ 21.5054 01/26/2023 A 43,940 ( 6 ) 05/31/2023 Common Stock 43,940 ( 7 ) 43,940 I By Ascent Biomedical Ventures II NY, LP( 4 ) Warrants (Right to Buy) $ 21.5054 01/26/2023 A 136,097 ( 6 ) 05/31/2023 Common Stock 136,097 ( 8 ) 136,097 I By Ascent Biomedical Ventures II, LP( 4 ) Warrants (Right to Buy) $ 21.5054 01/26/2023 A 519 ( 6 ) 05/31/2023 Common Stock 519 ( 9 ) 519 I By Ascent Biomedical Ventures Synecor, LP( 4 ) Stock Options (Right to Buy) $ 4.3011 01/26/2023 A 18,600 ( 10 ) 08/07/2028 Common Stock 18,600 ( 11 ) 18,600 D Stock Options (Right to Buy) $ 4.3011 01/26/2023 A 6,975 ( 10 ) 08/06/2029 Common Stock 6,975 ( 12 ) 6,975 D Stock Options (Right to Buy) $ 10 01/26/2023 A 23,250 ( 13 ) 08/25/2032 Common Stock 23,250 ( 14 ) 23,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Smith Geoffrey Wade C/O ORCHESTRA BIOMED HOLDINGS, INC. 150 UNION SQUARE DRIVE NEW HOPE, PA18938 X Signatures /s/ Todd Finger, Attorney-in-Fact 01/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents restricted stock awards ("RSAs") that vest in two equal annual installments beginning on April 12, 2023, subject to the reporting person's continued service with Orchestra BioMed Holdings, Inc. ("New Orchestra") on such vesting date. ( 2 )Received in connection with the business combination of Orchestra BioMed, Inc. ("Orchestra") with Health Sciences Acquisitions Corporation 2 (the "Business Combination") in exchange for 1,621 RSAs of Orchestra. ( 3 )Received in exchange for shares of Orchestra common stock that automatically converted into shares of New Orchestra common stock on a 1 for 0.465 basis upon the closing date of the Business Combination. ( 4 )The Reporting Person is a managing member of ABV, LLC, which serves as general partner to Ascent Biomedical Ventures II NY, LP, Ascent Biomedical Ventures II, LP and Ascent Biomedical Ventures Synecor, LP. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest, if any, therein. ( 5 )Fifty percent (50%) of these warrants will become exercisable 24 months after completion of the business combination and the remaining fifty percent (50%) of these warrants will become exercisable 36 months after completion of the business combination, in each case subject to the reporting person's continued service with New Orchestra or one of its subsidiaries through such date. ( 6 )The warrants are immediately exercisable in full. ( 7 )Received in connection with the Business Combination in exchange for warrants to acquire 94,494 shares of Orchestra common stock for $10.00 per share. ( 8 )Received in connection with the Business Combination in exchange for warrants to acquire 292,682 shares of Orchestra common stock for $10.00 per share. ( 9 )Received in connection with the Business Combination in exchange for warrants to acquire 1,117 shares of Orchestra common stock for $10.00 per share. ( 10 )The stock option is fully vested and exercisable. ( 11 )Received in connection with the Business Combination in exchange for options to acquire 40,000 shares of Orchestra common stock for $2.00 per share. ( 12 )Received in connection with the Business Combination in exchange for options to acquire 15,000 shares of Orchestra common stock for $2.00 per share. ( 13 )The stock option vests in quarterly installments with a one year cliff beginning on August 18, 2023. ( 14 )Received in connection with the Business Combination in exchange for options to acquire 50,000 shares of Orchestra common stock for $4.65 per share.

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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