SEC Form 3 filed by new insider Healthcor Partners Management Lp
$HTFL
Medical/Dental Instruments
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 08/07/2025 |
3. Issuer Name and Ticker or Trading Symbol
Heartflow, Inc. [ HTFL ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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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 Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series C Preferred | (1) | (1) | Common Stock | 1,248,939(1) | (1) | I | By HealthCor Partners Fund, L.P.(2)(9) |
| Series C Preferred | (1) | (1) | Common Stock | 624,471(1) | (1) | I | By HealthCor Partners Fund II, L.P.(3)(9) |
| Series D Preferred | (4) | (4) | Common Stock | 1,630,231(4) | (4) | I | By HCPCIV I, LLC(5)(9) |
| Series D Preferred | (4) | (4) | Common Stock | 208,604(4) | (4) | I | By HealthCor Partners Fund II, L.P.(3)(9) |
| Series E Preferred Stock | (6) | (6) | Common Stock | 1,099,378(6) | (6) | I | By HCPCIV I, LLC(5)(9) |
| Series F Preferred Stock | (7) | (7) | Common Stock | 1,337,337(7) | (7) | I | By HCPCIV I, LLC(5)(9) |
| Series F-1 Preferred Stock | (7) | (7) | Common Stock | 452,528(7) | (7) | I | By HCPCIV I, LLC(5)(9) |
| Convertible Promissory Note | (8) | (8) | Common Stock | $1,460,234(8) | (8) | I | By HCPCIV I, LLC(5)(9) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Each share of Series C preferred stock is convertible on a 1 to 0.5764 basis into shares of Heartflow, Inc.'s ("Heartflow") common stock and has no expiration date. The Series C preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1 for 2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025. |
| 2. HealthCor Partners Fund, L.P. ("HCP Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. The shares held by HCP Fund may be deemed to be beneficially owned by HealthCor Partners L.P. ("HCPLP"), its general partner, and by HealthCor Partners GP, LLC ("HCPGP"), the general partner of HCPLP. Each of HCPLP and HCPGP hereby disclaims any beneficial ownership of shares held by HCP Fund except to the extent of any pecuniary interest therein. |
| 3. HealthCor Partners Fund II, L.P. ("HCPII Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. The shares held by HCPII Fund may be deemed to be beneficially owned by HealthCor Partners II, L.P. ("HCP2LP"), its general partner, and by HCPGP, the general partner of HCP2LP. Each of HCP2LP and HCPGP hereby disclaims any beneficial ownership of shares held by HCPII Fund except to the extent of any pecuniary interest therein. |
| 4. Each share of Series D preferred stock is convertible on a 1 to 0.6467 basis into shares of Heartflow's common stock and has no expiration date. The Series D preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1 for 2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025. |
| 5. HCPCIV 1, LLC ("HCPCIV") is a private investment limited liability company which is the direct beneficial owner of the securities reported herein. The shares held by HCPCIV may be determined to be beneficially owned by HCP2LP, its managing member, and by HCPGP. Each of HCP2LP and HCPGP hereby disclaims any beneficial ownership of shares held by HCPCIV except to the extent of any pecuniary interest therein. |
| 6. Each share of Series E preferred stock is convertible on a 1 to 0.6951 basis into shares of Heartflow's common stock and has no expiration date. The Series E preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1 for 2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025. |
| 7. Each share of Series F preferred stock and Series F-1 preferred stock is convertible on a 1 to 0.3425 basis into shares of Heartflow's common stock and has no expiration date. The Series F preferred stock and Series F-1 preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1 for 2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025. |
| 8. Represents the outstanding principal amount of a convertible promissory note held by HCPCIV 1, LLC, which will automatically convert upon the consummation of Heartflow's initial public offering into shares of common stock at a conversion price of 80% of the price per share in Heartflow's initial public offering, subject to a valuation ceiling of $2.0 billion. These shares of common stock issuable upon conversion of the convertible promissory note have no expiration date. |
| 9. HealthCor Partners Management, L.P. is the investment manager for each of HCP Fund, HCPH Fund, and HCPCIV and has voting and investment discretion with respect to such entities' securities reported herein. HealthCor Partners Management, L.P. hereby disclaims any beneficial ownership of shares held by HCP Fund, HCPH Fund, and HCPCIV except to the extent of any pecuniary interest therein. |
| HealthCor Partners Management, L.P., by HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 08/22/2025 | |
| HealthCor Partners Fund, L.P., by HealthCor Partners, L.P., general partner, by HealthCor Partners GP, LLC, its General Partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 08/22/2025 | |
| HealthCor Partners, L.P., by HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 08/22/2025 | |
| HealthCor Partners GP, LLC, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 08/22/2025 | |
| HealthCor Partners Fund II, L.P., by HealthCor Partners II, L.P., general partner, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 08/22/2025 | |
| HealthCor Partners II, L.P., by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 08/22/2025 | |
| HCPCIV 1, LLC, by HealthCor Partners II, L.P., its managing member, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director | 08/22/2025 | |
| ** 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 5 (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. | ||