UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Orchestra Biomed Holdings, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
68572M106
(CUSIP Number)
RTW
Investments, LP
Attn: Roderick Wong
40 10th Avenue, Floor 7
New York, New York 10014
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 13, 2023
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 68572M106 | 13D | Page 2 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS
RTW Investments, LP |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,620,645 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,620,645 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,620,645 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN, IA |
| CUSIP No. 68572M106 | 13D | Page 3 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS
RTW Master Fund, Ltd. |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
2,762,705 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
2,762,705 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,762,705 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| CUSIP No. 68572M106 | 13D | Page 4 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS
RTW Innovation Master Fund, Ltd. |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
2,263,336 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
2,263,336 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,263,336 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO |
| CUSIP No. 68572M106 | 13D | Page 5 of 7 Pages |
| 1 | NAMES OF REPORTING PERSONS
Roderick Wong |
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☒ |
| 3 | SEC USE ONLY
|
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS)
AF |
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON |
7 | SOLE VOTING POWER
0 |
| 8 | SHARED VOTING POWER
5,620,645 | |
| 9 | SOLE DISPOSITIVE POWER
0 | |
| 10 | SHARED DISPOSITIVE POWER
5,620,645 |
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,620,645 |
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐
|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.7% |
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN, HC |
| CUSIP No. 68572M106 | 13D | Page 6 of 7 Pages |
Schedule 13D/A
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
Pursuant to Section 4.7 of the Merger Agreement, the Reporting Persons received formal notice from the issuer that as of April 12, 2023 they were entitled to an initial distribution of shares of Common Stock pursuant to an “earn out” provision in the Merger Agreement: 243,925 shares of Common Stock to RTW Master Fund, 165,963 shares of Common Stock to RTW Innovation, and 92,245 shares of Common Stock to RTW Venture Fund.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented as follows:
| (a) | RTW Master Fund is the record owner of 2,762,705 shares of Common Stock. RTW Innovation is the record owner of 2,263,336 shares of Common Stock. RTW Venture Fund is the record owner of 594,604 shares of Common Stock. As the investment manager of the Funds and RTW Venture Fund, RTW Investments may be deemed to own beneficially the shares of Common Stock. As the Managing Partner of RTW Investments, Dr. Wong may be deemed to own beneficially the shares of Common Stock. | |
| The percentage of outstanding shares of Common Stock of the Issuer which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Person’s cover sheet. Such percentage was calculated based on 35,755,097 shares of Common Stock outstanding as of April 28, 2023, as reported to the Reporting Persons by the Issuer. | ||
| The Reporting Persons could be deemed to constitute a Section 13(d) group with the Sponsor. We understand that the Sponsor beneficially owns 5,110,956 shares of Common Stock. In aggregate, the Reporting Persons and the Sponsor would beneficially own an aggregate of 10,731,601 shares of Common Stock, representing 30.0% of the outstanding shares. The Reporting Persons disclaim the existence of a 13(d) group. | ||
| (c) | On April 12, 2023, the Funds and RTW Venture Fund became entitled to an aggregate of 502,133 shares of Common Stock pursuant to the satisfaction of the Initial Milestone Event under Section 4.7 of the Merger Agreement. |
| CUSIP No. 68572M106 | 13D | Page 7 of 7 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
EXECUTED this 5th day of May, 2023.
| RTW INVESTMENTS, LP | ||
| By: | /s/ Roderick Wong, M.D. | |
| Name: | Roderick Wong, M.D. | |
| Title: | Managing Partner | |
| RTW MASTER FUND, LTD. | ||
| By: | /s/ Roderick Wong, M.D. | |
| Name: | Roderick Wong, M.D. | |
| Title: | Director | |
| RTW INNOVATION MASTER FUND, LTD. | ||
| By: | /s/ Roderick Wong, M.D. | |
| Name: | Roderick Wong, M.D. | |
| Title: | Director | |
| /s/ Roderick Wong, M.D. | ||
| Roderick Wong, M.D. | ||