4//SEC Filing
Carusi Michael A 4
Accession 0001641172-25-022246
CIK 0001699350other
Filed
Aug 4, 8:00 PM ET
Accepted
Aug 5, 4:05 PM ET
Size
14.5 KB
Accession
0001641172-25-022246
Insider Transaction Report
Form 4
Carusi Michael A
Director
Transactions
- Purchase
Common Stock
2025-08-01$15.00/sh+266,666$3,999,990→ 1,885,136 total(indirect: See Footnotes) - Conversion
Common Stock
2025-08-01+1,618,470→ 1,618,470 total(indirect: See Footnotes) - Conversion
Series C Convertible Preferred Stock
2025-08-01−20,930,233→ 0 total(indirect: See Footnotes)→ Common Stock (1,096,971 underlying) - Award
Common Stock
2025-08-01+7,666→ 7,666 total - Conversion
Series D Convertible Preferred Stock
2025-08-01−9,950,208→ 0 total(indirect: See Footnotes)→ Common Stock (521,499 underlying)
Footnotes (5)
- [F1]Immediately prior to the closing of the Issuer's initial public offering, the shares of preferred stock of the Issuer automatically converted into shares of Common Stock on a one-for-0.052410901 basis.
- [F2]LSV Associates II, LLC is the general partner of Lightstone Ventures II, L.P. ("LSV II") and Lightstone Ventures II (A), L.P. ("LSV II (A)") and has sole voting and dispositive power with respect to the shares held by LSV II and LSV II (A). The reporting person is a managing director of LSV Associates II, LLC, and shares voting and dispositive power with respect to the shares held of record by LSV II and LSV II (A). The reporting person disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares.
- [F3]Following the transactions reported in this Form 4, (i) 1,781,479 shares of Common Stock are held by LSV II and (ii) 103,657 shares of Common Stock are held by LSV II (A).
- [F4]Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting of stockholders to be held in 2026 or August 1, 2026. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.
- [F5]Consists of (i) 1,036,638 shares of Common Stock underlying Series C Preferred Stock and 492,833 shares of Common Stock underlying Series D Preferred Stock held by LSV II; and (ii) 60,333 shares of Common Stock underlying Series C Preferred Stock and 28,666 shares of Common Stock underlying Series D Preferred Stock held by LSV II (A).
Documents
Issuer
SHOULDER INNOVATIONS, INC.
CIK 0001699350
Entity typeother
Related Parties
1- filerCIK 0001306506
Filing Metadata
- Form type
- 4
- Filed
- Aug 4, 8:00 PM ET
- Accepted
- Aug 5, 4:05 PM ET
- Size
- 14.5 KB