Orchestra BioMed Grants Director $150K+ in Equity Compensation

Rhea-AI Filing Summary

Orchestra BioMed Holdings (OBIO) reported insider trading activity for Director Eric S. Fain on June 24, 2025. The transactions include:

• Acquisition of 12,422 restricted stock units (RSUs) at $0, held indirectly through the Fain Living Trust. Each RSU converts to one share of common stock
• Grant of 36,797 stock options with an exercise price of $3.22, held directly

Both the RSUs and stock options will vest in a single installment at the earlier of: (1) one-year anniversary of the grant date or (2) the 2026 Annual Meeting of Stockholders, subject to continuous service. Following these transactions, Fain beneficially owns 53,632 shares indirectly through the trust and 36,797 stock options directly. The Form 4 was filed by Andrew Taylor as attorney-in-fact on June 26, 2025.

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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hours per response:			0.5

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^*

Fain Eric S

(Last) (First) (Middle)

C/O ORCHESTRA BIOMED HOLDINGS, INC.

150 UNION SQUARE DRIVE

(Street)

NEW HOPE 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/24/2025

4. 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 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
Common Stock, par value $0.0001 per share ("Common Stock")	06/24/2025		A		12,422(1)	A	$0	53,632	I	By the Fain Living Trust

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
Stock Option (Right to Buy)	$3.22	06/24/2025		A		36,797		(2)	06/24/2035	Common Stock	36,797	$0	36,797	D

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs") awarded to the Reporting Person on June 24, 2025 (the "Grant Date"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest in one installment on the earlier of (x) the one year anniversary of the Grant Date or (y) the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continuous service through such dates.

2. The stock options will vest in one installment on the earlier of (x) the one year anniversary of the Grant Date or (y) the date of the Issuer's 2026 Annual Meeting of Stockholders, subject to the Reporting Person's continuous service through such dates.

	/s/ Andrew Taylor, Attorney-in-Fact	06/26/2025
	** 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).
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.

FAQ

What insider trading activity occurred at OBIO on June 24, 2025?

On June 24, 2025, Director Eric S. Fain received two equity awards: 12,422 restricted stock units (RSUs) and 36,797 stock options with an exercise price of $3.22. The RSUs represent the right to receive an equal number of common shares, while the stock options give the right to buy shares at the specified exercise price.

When do OBIO Director Eric Fain's new stock options expire?

The stock options granted to Eric Fain on June 24, 2025, have an expiration date of June 24, 2035, giving them a 10-year term from the grant date.

What is the vesting schedule for OBIO Director Fain's June 2025 RSU grant?

The RSUs will vest in a single installment on the earlier of: (1) the one-year anniversary of the June 24, 2025 grant date, or (2) the date of OBIO's 2026 Annual Meeting of Stockholders, subject to Fain's continuous service through such dates.

How many shares of OBIO does Eric Fain indirectly own through the Fain Living Trust?

Following the reported transactions, Eric Fain indirectly owns 53,632 shares of OBIO common stock through the Fain Living Trust.

What is the exercise price of the stock options granted to OBIO's director in June 2025?

The stock options were granted with an exercise price of $3.22 per share.