Orchestra BioMed director receives 15,000 RSUs; direct holdings 44,968

Rhea-AI Filing Summary

Orchestra BioMed director David Pacitti was awarded 15,000 restricted stock units (RSUs) on 08/07/2025. Each RSU represents a contingent right to receive one share of common stock and the RSUs vest on the one-year anniversary of the grant, subject to the reporting person's continuous service through that date.

Following the award, the reporting person beneficially owns 44,968 shares of common stock in a direct ownership form. The RSUs carry no stated cash price and will convert to shares upon vesting.

Insights

Securities Analyst

TL;DR: A routine 15,000-RSU director grant; limited near-term market impact and increases potential share issuance on vesting.

The Form 4 reports an acquisition-style award of 15,000 RSUs to director David Pacitti, each representing one share and vesting one year after the grant subject to continued service. The report also shows 44,968 shares beneficially owned directly after the award. This is a standard equity compensation mechanism rather than a cash transaction; its materiality depends on total outstanding shares, which is not provided in this filing. No derivative transactions are reported.

Corporate Governance Expert

TL;DR: Vesting RSUs align director incentives with shareholders but appear to be routine board compensation, not a governance red flag.

The award vests after one year and is conditioned on continuous service, which is a common retention and alignment tool. The direct beneficial ownership figure of 44,968 shares is disclosed, clarifying the director's reported stake. There is no indication of accelerated vesting, related-party cash payments, or unusual derivative activity in this filing.

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).

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^*

Pacitti David

(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)
08/07/2025

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")	08/07/2025		A		15,000(1)	A	$0	44,968	D

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

Explanation of Responses:

1. Represents an award of restricted stock units ("RSUs") awarded to the Reporting Person on August 7, 2025 (the "Grant Date"). Each RSU represents a contingent right to receive one share of Common Stock. The RSUs will vest on the one year anniversary of the Grant Date, subject to the Reporting Person's continuous service through such date.

	/s/ Andrew Taylor, Attorney-in-Fact	08/08/2025
	** 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 transaction was reported on the OBIO Form 4 by David Pacitti?

An award of 15,000 restricted stock units (RSUs) to the reporting person, recorded with a transaction code of A (acquisition).

How many OBIO shares does the reporting person beneficially own after the transaction?

The reporting person beneficially owns 44,968 shares of common stock in direct form following the reported transaction.

What is the vesting schedule for the RSUs reported on the OBIO Form 4?

The RSUs vest on the one-year anniversary of the grant date and are subject to the reporting person's continuous service through that date.

Did the Form 4 report any derivative securities or option exercises for OBIO?

No. Table II for derivative securities is empty; only a non-derivative RSU award is reported in Table I.

Who is the reporting person and what is their relationship to OBIO?

The reporting person is David Pacitti, identified as a Director of Orchestra BioMed Holdings, Inc. (OBIO).