3//SEC Filing
HealthCor Partners Fund LP 3
Accession 0001062993-25-014850
CIK 0001464521other
Filed
Aug 21, 8:00 PM ET
Accepted
Aug 22, 5:13 PM ET
Size
28.4 KB
Accession
0001062993-25-014850
Insider Transaction Report
Form 3
Heartflow, Inc.HTFL
HealthCor Partners Management LP
10% Owner
Holdings
- (indirect: By LLC)
Series D Preferred
→ Common Stock (1,630,231 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series D Preferred
→ Common Stock (208,604 underlying) - (indirect: By HealthCor Partners Fund, L.P.)
Series C Preferred
→ Common Stock (1,248,939 underlying) - (indirect: By LLC)
Series F Preferred Stock
→ Common Stock (1,337,337 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series C Preferred
→ Common Stock (624,471 underlying) - (indirect: By LLC)
Series F-1 Preferred Stock
→ Common Stock (452,528 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Common Stock (1,099,378 underlying) - (indirect: By LLC)
Convertible Promissory Note
→ Common Stock
HealthCor Partners GP, LLC
10% Owner
Holdings
- (indirect: By LLC)
Series E Preferred Stock
→ Common Stock (1,099,378 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series D Preferred
→ Common Stock (208,604 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series C Preferred
→ Common Stock (624,471 underlying) - (indirect: By LLC)
Series D Preferred
→ Common Stock (1,630,231 underlying) - (indirect: By HealthCor Partners Fund, L.P.)
Series C Preferred
→ Common Stock (1,248,939 underlying) - (indirect: By LLC)
Convertible Promissory Note
→ Common Stock - (indirect: By LLC)
Series F Preferred Stock
→ Common Stock (1,337,337 underlying) - (indirect: By LLC)
Series F-1 Preferred Stock
→ Common Stock (452,528 underlying)
HealthCor Partners Fund II, L.P.
10% Owner
Holdings
- (indirect: By HealthCor Partners Fund, L.P.)
Series C Preferred
→ Common Stock (1,248,939 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series D Preferred
→ Common Stock (208,604 underlying) - (indirect: By LLC)
Series F Preferred Stock
→ Common Stock (1,337,337 underlying) - (indirect: By LLC)
Convertible Promissory Note
→ Common Stock - (indirect: By LLC)
Series F-1 Preferred Stock
→ Common Stock (452,528 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Common Stock (1,099,378 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series C Preferred
→ Common Stock (624,471 underlying) - (indirect: By LLC)
Series D Preferred
→ Common Stock (1,630,231 underlying)
HealthCor Partners Fund LP
10% Owner
Holdings
- (indirect: By HealthCor Partners Fund, L.P.)
Series C Preferred
→ Common Stock (1,248,939 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Common Stock (1,099,378 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series C Preferred
→ Common Stock (624,471 underlying) - (indirect: By LLC)
Convertible Promissory Note
→ Common Stock - (indirect: By LLC)
Series D Preferred
→ Common Stock (1,630,231 underlying) - (indirect: By LLC)
Series F Preferred Stock
→ Common Stock (1,337,337 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series D Preferred
→ Common Stock (208,604 underlying) - (indirect: By LLC)
Series F-1 Preferred Stock
→ Common Stock (452,528 underlying)
HealthCor Partners LP
10% Owner
Holdings
- (indirect: By LLC)
Series E Preferred Stock
→ Common Stock (1,099,378 underlying) - (indirect: By LLC)
Series F-1 Preferred Stock
→ Common Stock (452,528 underlying) - (indirect: By HealthCor Partners Fund, L.P.)
Series C Preferred
→ Common Stock (1,248,939 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series C Preferred
→ Common Stock (624,471 underlying) - (indirect: By LLC)
Series D Preferred
→ Common Stock (1,630,231 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series D Preferred
→ Common Stock (208,604 underlying) - (indirect: By LLC)
Series F Preferred Stock
→ Common Stock (1,337,337 underlying) - (indirect: By LLC)
Convertible Promissory Note
→ Common Stock
HealthCor Partners II, L.P.
10% Owner
Holdings
- (indirect: By LLC)
Series F Preferred Stock
→ Common Stock (1,337,337 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Common Stock (1,099,378 underlying) - (indirect: By HealthCor Partners Fund, L.P.)
Series C Preferred
→ Common Stock (1,248,939 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series C Preferred
→ Common Stock (624,471 underlying) - (indirect: By LLC)
Series D Preferred
→ Common Stock (1,630,231 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series D Preferred
→ Common Stock (208,604 underlying) - (indirect: By LLC)
Series F-1 Preferred Stock
→ Common Stock (452,528 underlying) - (indirect: By LLC)
Convertible Promissory Note
→ Common Stock
HCPCIV 1, LLC
10% Owner
Holdings
- (indirect: By HealthCor Partners Fund II, L.P.)
Series C Preferred
→ Common Stock (624,471 underlying) - (indirect: By HealthCor Partners Fund II, L.P.)
Series D Preferred
→ Common Stock (208,604 underlying) - (indirect: By LLC)
Series E Preferred Stock
→ Common Stock (1,099,378 underlying) - (indirect: By HealthCor Partners Fund, L.P.)
Series C Preferred
→ Common Stock (1,248,939 underlying) - (indirect: By LLC)
Series F Preferred Stock
→ Common Stock (1,337,337 underlying) - (indirect: By LLC)
Convertible Promissory Note
→ Common Stock - (indirect: By LLC)
Series D Preferred
→ Common Stock (1,630,231 underlying) - (indirect: By LLC)
Series F-1 Preferred Stock
→ Common Stock (452,528 underlying)
Footnotes (9)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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.
- [F8]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.
- [F9]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.
Issuer
Heartflow, Inc.
CIK 0001464521
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001408660
Filing Metadata
- Form type
- 3
- Filed
- Aug 21, 8:00 PM ET
- Accepted
- Aug 22, 5:13 PM ET
- Size
- 28.4 KB