[Form 4] Orchestra BioMed Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On 08/04/2025, RTW Investments, LP—together with Managing Partner Dr. Roderick Wong—filed a Form 4 disclosing the purchase of 3,636,363 pre-funded warrants in Orchestra BioMed Holdings (OBIO). The warrants were acquired at $2.7499 per warrant (Transaction Code “P”) and carry a nominal exercise price of $0.0001 per share. Each warrant is immediately exercisable into one common share, but exercise is limited so total beneficial ownership does not exceed 9.99 % of OBIO’s outstanding stock.

The filing confirms RTW and Dr. Wong as >10 % shareholders and directors. Post-transaction, they hold 3.64 million derivative securities that, if fully exercised, could add an equivalent number of common shares to OBIO’s float, creating potential dilution. The warrants have no expiration date, giving the insiders flexibility on timing.

Positive

• Significant insider commitment: RTW and Dr. Wong invested roughly $10 M to increase exposure to OBIO.
• Immediate exercisability: Warrants can convert at $0.0001, indicating insiders expect long-term appreciation.

Negative

• Dilution risk: Up to 3.64 M new shares may enter the float once ownership headroom allows.
• Ownership cap: 9.99 % limit could stagger conversions, prolonging the overhang on share supply.

Insights

Financial Analyst

TL;DR: Large insider warrant buy suggests confidence but flags future dilution risk.

The acquisition of 3.64 M pre-funded warrants by RTW and Dr. Wong increases their economic exposure to OBIO without crossing the 9.99 % cap. Paying $2.75 indicates willingness to commit ~$10 M (3.64 M × $2.7499) in fresh capital, a positive signal for investors who track insider sentiment. Because the warrants are immediately exercisable at $0.0001, conversion is effectively assured once headroom exists, potentially expanding the share count by ~6 %. Investors should weigh the bullish insider stance against the dilution overhang and monitor subsequent Form 4s for exercises.

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

OMB APPROVAL

OMB Number:			3235-0287
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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

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

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2025

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Pre-Funded Warrants (Right to Buy)	$0.0001	08/04/2025		P		3,636,363		(1)	(1)	Common Stock	3,636,363	$2.7499	3,636,363	I	See footnote(2)

1. Name and Address of Reporting Person^*

RTW INVESTMENTS, LP

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

WONG RODERICK

(Last) (First) (Middle)

40 10TH AVENUE, FLOOR 7

(Street)

NEW YORK NY 10014

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The Pre-Funded Warrants have no expiration date and are exercisable immediately. Notwithstanding the foregoing, the Reporting Persons shall not be entitled to exercise the Pre-Funded Warrants to the extent that it would cause the aggregate number of shares of Common Stock beneficially owned by the Reporting Persons, together with their Attribution Parties (as defined in the Pre-Funded Warrants), to exceed 9.99% of the total number of issued and outstanding shares of Common Stock of the Issuer following such exercise.

2. Held by certain affiliated funds managed by RTW Investments, LP ("RTW"). Roderick Wong, M.D. serves as the Managing Partner and Chief Investment Officer of RTW. The Reporting Persons disclaim beneficial ownership of the reported securities for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, except to the extent of their pecuniary interest therein.

	/s/ Roderick Wong, for RTW Investments, LP, By: Roderick Wong, M.D., Managing Partner	08/06/2025
	/s/ Roderick Wong, By: Roderick Wong, M.D.	08/06/2025
	** Signature of Reporting Person	Date
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FAQ

How many OBIO warrants did RTW Investments purchase on 08/04/2025?

3,636,363 pre-funded warrants were acquired.

What was the purchase price of the OBIO pre-funded warrants?

Each warrant was bought for $2.7499.

When can the OBIO warrants be exercised?

They are immediately exercisable but subject to a 9.99 % ownership limit.

What is the exercise price of the OBIO warrants?

The warrants convert to common stock at a nominal $0.0001 per share.

Do the OBIO warrants have an expiration date?

No; the filing states the warrants have no expiration date.