Amendment: SEC Form SC 13D/A filed by Orchestra BioMed Holdings Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

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 10^th Avenue, Floor 7

New York, New York 10014

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 5, 2024

(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 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).

Schedule 13D/A

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and restated as follows:

The source of funds used for the purchase of the Common Stock reported herein was the working capital of RTW Master Fund and RTW Innovation (the “Funds”). The Funds and RTW Biotech Opportunities Ltd. (formerly, Venture Fund) (“RTW Biotech Fund”) purchased an aggregate of 1,808,512 shares of Common Stock for an aggregate purchase price of $18,085,120 pursuant to the Backstop Agreement and received 2,310,000 shares of Common Stock in the Business Combination in exchange for the equity interests in Orchestra BioMed, Inc. held by the Funds and RTW Biotech Fund.

On August 5, 2024, Sponsor executed a pro-rata distribution to certain of its members, including three of the Reporting Persons, RTW Investments, RTW Master Fund, and RTW Innovation (the “Distribution”).

Item 4. Purpose of Transaction.

Item 4 is amended and restated as follows:

The Reporting Persons and RTW Biotech Fund acquired 1,808,512 shares of Common Stock for an aggregate purchase price of $18,085,120 on January 24, 2023 following receipt that day of a funding notice from the Issuer specifying the number of shares that the Reporting Persons were required to purchase pursuant to the Backstop Agreement. The Business Combination closed on January 26, 2023, and the Reporting Persons and RTW Biotech Fund received an aggregate of 2,310,000 shares of Common Stock in the Business Combination in exchange for their equity interests in Orchestra BioMed, Inc.

In connection with the closing of the Business Combination, and effective as of January 26, 2023, Dr. Wong resigned his position as President, Chief Executive Officer, and Chairman of the Board of Directors of the Issuer, as well as his position as a member of its board of directors.

The information set forth in Item 3 above is incorporated by reference to this Item 4.

Item 5. Interest in Securities of the Issuer.

Item 5 is amended and restated as follows:

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 35,788,497 outstanding shares of Common Stock as reported in the Issuer’s Quarterly Report on Form 10-Q filed on May 13, 2024.

The Reporting Persons could be deemed to constitute a Section 13(d) group with the Sponsor. We understand that the Sponsor beneficially owns 1,705,705 shares of Common Stock. In aggregate, the Reporting Persons and the Sponsor would beneficially own an aggregate of 9,409,735 shares of Common Stock, representing 26% of the outstanding shares. The Reporting Persons disclaim the existence of a 13(d) group.

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 7^th day of August, 2024.