Statement of Changes in Beneficial Ownership (4)
18 Mai 2023 - 10:08PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Orion Sponsor Holdings, LLC |
2. Issuer Name and Ticker or Trading Symbol
Orion Biotech Opportunities Corp.
[
ORIA
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ORION BIOTECH OPPORTUNITIES CORP., ONE VANDERBILT AVENUE, 26TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/17/2023 |
(Street)
NEW YORK, NY 10017 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Class B ordinary shares | (1) | 5/17/2023 | | D | | | 4879999 | (1) | (1) | Class A ordinary shares | 4879999 | (1) | 1 | D (2) | |
Explanation of Responses: |
(1) | On April 21, 2023, the Issuer announced that it will not consummate an initial business combination within the time period required. Pursuant to the Issuer's Amended and Restated Memorandum and Articles of Association (the "Articles") and in connection with the winding up of the Issuer, the Class B ordinary shares, par value $0.0001, held by Orion Sponsor Holdings, LLC (the "Sponsor") were surrendered for no compensation on May 17, 2023. |
(2) | This Form 4 is being filed by the Sponsor. The Class B ordinary shares are held in the name of the Sponsor. The Sponsor is managed by a board of managers comprised of James Huang, John Phelan and Robert Platek, who control the Sponsor. Accordingly, Messrs. Huang, Phelan and Platek have voting and investment discretion with respect to the securities held by the Sponsor, and may be deemed to have beneficial ownership of the securities held directly by the Sponsor. Each of Messrs. Huang, Phelan and Platek disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
Remarks: After giving effect to the Issuer's delisting and deregistration, the Reporting Persons will no longer be subject to Section 16 reporting obligations. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Orion Sponsor Holdings, LLC C/O ORION BIOTECH OPPORTUNITIES CORP. ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY 10017 |
| X |
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Huang James C/O ORION BIOTECH OPPORTUNITIES CORP. ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK, NY 10017 | X |
| Chief Executive Officer |
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Signatures
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Orion Sponsor Holdings, LLC, By: /s/ Marcello Liguori, Vice President | | 5/18/2023 |
**Signature of Reporting Person | Date |
/s/ Marcello Liguori as attorney in fact for James Huang | | 5/18/2023 |
**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 control number. |
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