Sec Form 13G Filing - Medtronic plc (MDT) filing for ORCHESTRA BIOMED HOLDINGS, INC (OBIO) - 2023-02-06

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

 

 

Orchestra BioMed Holdings, Inc.

(Name of Issuer)

 

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

     
 

68572M106

 
 

(CUSIP Number)

 
     
 

January 26, 2023

 
 

(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

 

Rule 13d-1(b)

 

Rule 13d-1(c)

 

Rule 13d-1(d)

 

*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 the 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).

 

Page 1 of 6 Pages

 

 

SCHEDULE 13G

CUSIP No. 68572M106

 

Page 2 of 6 Pages

 

1

names of reporting persons

 

Medtronic plc

2

check the appropriate box if a member of a group (see instructions)*         

 

(a) ☐

(b) ☐

   

3

sec use only

   

4

citizenship or place of organization

 

Ireland

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

sole voting power

 

0

6

shared voting power

 

4,999,423

7

sole dispositive power

 

0

8

shared dispositive power

  4,999,423

9

aggregate amount beneficially owned by each reporting person

 

4,999,423

10

check if the aggregate amount in row (9) excludes certain shares (see instructions)         

   ☐

11

percent of class represented by amount in row (9)

 

15.8% (1)

12

type of reporting person (see instructions)

 

OO

 

 

(1)

Calculated based on 31,614,079 shares of Common Stock issued and outstanding as of January 26, 2023, as reported in the Issuer’s Current Report on Form 8-K filed January 31, 2023.

 

 

 

 

CUSIP No. 68572M106

 

Page 3 of 6 Pages

 

1

names of reporting persons

 

Covidien Group S.a.r.l.

2

check the appropriate box if a member of a group (see instructions)*         

 

(a) ☐

(b) ☐

   

3

sec use only

   

4

citizenship or place of organization

 

Luxembourg

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

5

sole voting power

 

0

6

shared voting power

 

4,999,423

7

sole dispositive power

 

0

8

shared dispositive power

 

4,999,423

9

aggregate amount beneficially owned by each reporting person

 

4,999,423

10

check if the aggregate amount in row (9) excludes certain shares (see instructions)         

   

11

percent of class represented by amount in row (9)

 

15.8% (1)

12

type of reporting person (see instructions)

 

OO

 

 

(1)

Calculated based on 31,614,079 shares of Common Stock issued and outstanding as of January 26, 2023, as reported in the Issuer’s Current Report on Form 8-K filed January 31, 2023.

 

 

 

Item 1(a)

Name of Issuer:

 

Orchestra BioMed Holdings, Inc.

 

Item 1(b)

Address of Issuers Principal Executive Offices:

 

150 Union Square Drive

New Hope, Pennsylvania 18938

 

Item 2(a)

Name of Persons Filing:

 

Medtronic plc

 

Covidien Group S.a.r.l.

 

Item 2(b)

Address of Principal Business Office or, if None, Residence:

 

Medtronic plc: 20 On Hatch, Lower Hatch Street, Dublin 2, Ireland

 

Covidien Group S.a.r.l.: 3b, Bd. Prince Henri, 4th Floor L-1724 Luxembourg

 

Item 2(c)

Citizenship:

 

Medtronic plc: Ireland

 

Covidien Group S.a.r.l.: Luxembourg

 

Item 2(d)

Title of Class of Securities:

 

Common Stock, Par Value $0.0001 Per Share

 

Item 2(e)

CUSIP Number: 68572M106

 

Item 3

If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

 

(a)

☐     Broker or dealer registered under Section 15 of the Act.

 

(b)

☐     Bank as defined in Section 3(a)(6) of the Act.

 

(c)

☐     Insurance company as defined in Section 3(a)(19) of the Act.

 

(d)

☐     Investment company registered under Section 8 of the Investment Company Act of 1940.

 

(e)

☐     An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

 

(f)

☐     An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

 

(g)

☐     A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

(h)

☐     A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

(i)

☐     A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

 

Page 4 of 6 Pages

 

 

(j)

☐     A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)

☐     Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:

 

Item 4

Ownership

 

See Cover Pages, Items 5 through 11.

 

Item 5

Ownership of Five Percent or Less of a Class:

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following .

 

Item 6

Ownership of More than Five Percent on Behalf of Another Person:

 

Not applicable.

 

Item 7

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

 

Not applicable.

 

Item 8

Identification and Classification of Members of the Group:

 

Not applicable.

 

Item 9

Notice of Dissolution of Group:

 

Not applicable.

 

Item 10

Certifications:

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

Exhibits

Joint Filing Agreement between Medtronic plc and Covidien Group S.a.r.l., dated as of the date hereof and filed as Exhibit 1 to this Schedule 13G, which is incorporated herein by reference.

 

Page 5 of 6 Pages

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated:  February 6, 2023

Medtronic plc

 

 

/s/ Martha Ha                                             

Name: Martha Ha

Title: Vice President and Assistant Secretary

   
   
   
   

Dated:  February 6, 2023

Covidien Group S.a.r.l.

 

 

/s/ Erik De Gres                                    

Name: Erik De Gres

Title: General Manager

 

Page 6 of 6 Pages

 

EXHIBIT 1

 

 

JOINT FILING AGREEMENT

 

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, along with any amendments thereto that may be required, and have duly executed this joint filing agreement as of the date set forth below.

 

 

 

Dated: February 6, 2023

 

Medtronic plc

   
   
    /s/ Martha Ha
   

Name: Martha Ha

   

Title:   Vice President and Assistant Secretary

   
   

Dated: February 6, 2023

 

Covidien Group S.a.r.l.

   
   
    /s/ Erik De Gres
   

Name: Erik De Gres

   

Title:   General Manager