SEC Form 3

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* Tansey Casey M (Last) (First) (Middle) C/O HEARTFLOW, INC. 331 E. EVELYN AVENUE (Street) MOUNTAIN VIEW CA 94041 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 08/07/2025	3. Issuer Name and Ticker or Trading Symbol Heartflow, Inc. [ HTFL ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 B-1 Preferred Stock	(1)	(1)	Common Stock	220,052(1)	(1)	I	By U.S. Venture Partners X, L.P.(2)
Series B-1 Preferred Stock	(1)	(1)	Common Stock	330,078(1)	(1)	I	By U.S. Venture Partners X, L.P.(2)
Series B-1 Preferred Stock	(1)	(1)	Common Stock	10,560(1)	(1)	I	By USVP X Affiliates, L.P.(2)
Series B-1 Preferred Stock	(1)	(1)	Common Stock	7,040(1)	(1)	I	By USVP X Affiliates, L.P(2)
Series B-2 Preferred Stock	(1)	(1)	Common Stock	220,052(1)	(1)	I	By U.S. Venture Partners X, L.P.(2)
Series B-2 Preferred Stock	(1)	(1)	Common Stock	330,078(1)	(1)	I	By U.S. Venture Partners X, L.P(2)
Series B-2 Preferred Stock	(1)	(1)	Common Stock	10,560(1)	(1)	I	By USVP X Affiliates, L.P.(2)
Series B-2 Preferred Stock	(1)	(1)	Common Stock	7,040(1)	(1)	I	By USVP X Affiliates, L.P(2)
Series C Preferred Stock	(3)	(3)	Common Stock	665,623(3)	(3)	I	By U.S. Venture Partners X, L.P(2)
Series C Preferred Stock	(3)	(3)	Common Stock	21,295(3)	(3)	I	By USVP X Affiliates, L.P(2)
Series D Preferred Stock	(4)	(4)	Common Stock	10,106(4)	(4)	I	By U.S. Venture Partners X, L.P.(2)
Series D Preferred Stock	(4)	(4)	Common Stock	80,855(4)	(4)	I	By U.S. Venture Partners X, L.P.(2)
Series D Preferred Stock	(4)	(4)	Common Stock	323(4)	(4)	I	By USVP X Affiliates, L.P.(2)
Series D Preferred Stock	(4)	(4)	Common Stock	2,586(4)	(4)	I	By USVP X Affiliates, L.P.(2)
Series F Preferred Stock	(5)	(5)	Common Stock	1,164,179(5)	(5)	I	By U.S. Venture Partners X, L.P.(2)
Series F Preferred Stock	(5)	(5)	Common Stock	37,244(5)	(5)	I	By USVP X Affiliates, L.P.(2)
Convertible Promissory Note	(6)	(6)	Common Stock	$786,399.92	(6)	I	By U.S. Venture Partners X, L.P.(2)
Convertible Promissory Note	(7)	(7)	Common Stock	$25,158.3	(7)	I	By USVP X Affiliates, L.P.(2)
Convertible Promissory Note	(8)	(8)	Common Stock	$250,000	(8)	D

Explanation of Responses:

1. Each share of Series B-1 preferred stock and Series B-2 preferred stock is convertible on a 1-to-0.4031 basis into shares of Heartflow, Inc.'s ("Heartflow") common stock and has no expiration date. The Series B-1 preferred stock and Series B-2 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. Presidio Management Group X, L.L.C. ("PMG X") is the general partner of U.S. Venture Partners X, L.P. and USVP X Affiliates, L.P. The Reporting Person, Steven M. Krausz, Richard W. Lewis, Jonathan D. Root and Irwin Federman are the managing members of PMG X, and share voting and dispositive power with respect to the shares held by U.S. Venture Partners X, L.P. and USVP X Affiliates, L.P. Each of the managing members of PMG X disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

3. Each share of Series C preferred stock is convertible on a 1-to-0.5764 basis into shares of Heartflow's 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.

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. Each share of Series F 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 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.

6. Represents the outstanding principal amount of a convertible promissory note held by U.S. Venture Partners X, L.P., which will automatically convert upon 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.

7. Represents the outstanding principal amount of a convertible promissory note held by USVP X Affiliates, L.P., which will automatically convert upon 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.

8. Represents the outstanding principal amount of a convertible promissory note held by Mr. Tansey, which will automatically convert upon 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.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Angela Ahmad, Attorney-in-Fact for Casey M. Tansey	08/07/2025
	** 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).
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