ThZeal - The Zeal

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tansey Casey M

(Last)

(First)

(Middle)

C/O HEARTFLOW, INC.

331 E. EVELYN AVENUE

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Heartflow, Inc. [ HTFL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/11/2025		C		3,072,759	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	3,072,759	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Common Stock	08/11/2025		C		98,303	A	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾	98,303	I	By USVP X Affiliates, L.P.⁽⁶⁾
Common Stock	08/11/2025		C		16,447	A	⁽⁵⁾	16,447	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B-1 Preferred Stock	⁽¹⁾	08/11/2025		C			220,052⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	220,052	⁽¹⁾	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Series B-1 Preferred Stock	⁽¹⁾	08/11/2025		C			330,078⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	330,078	⁽¹⁾	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Series B-1 Preferred Stock	⁽¹⁾	08/11/2025		C			10,560⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	10,560	⁽¹⁾	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Series B-1 Preferred Stock	⁽¹⁾	08/11/2025		C			7,040⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	7,040	⁽¹⁾	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Series B-2 Preferred Stock	⁽¹⁾	08/11/2025		C			220,052⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	220,052	⁽¹⁾	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Series B-2 Preferred Stock	⁽¹⁾	08/11/2025		C			330,078⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	330,078	⁽¹⁾	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Series B-2 Preferred Stock	⁽¹⁾	08/11/2025		C			10,560⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	10,560	⁽¹⁾	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Series B-2 Preferred Stock	⁽¹⁾	08/11/2025		C			7,040⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	7,040	⁽¹⁾	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Series C Preferred Stock	⁽²⁾	08/11/2025		C			665,623⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	665,623	⁽²⁾	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Series C Preferred Stock	⁽²⁾	08/11/2025		C			21,295⁽²⁾	⁽²⁾	⁽²⁾	Common Stock	21,295	⁽²⁾	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Series D Preferred Stock	⁽³⁾	08/11/2025		C			10,106⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	10,106	⁽³⁾	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Series D Preferred Stock	⁽³⁾	08/11/2025		C			80,855⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	80,855	⁽³⁾	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Series D Preferred Stock	⁽³⁾	08/11/2025		C			323⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	323	⁽³⁾	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Series D Preferred Stock	⁽³⁾	08/11/2025		C			2,586⁽³⁾	⁽³⁾	⁽³⁾	Common Stock	2,586	⁽³⁾	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Series F Preferred Stock	⁽⁴⁾	08/11/2025		C			1,164,179⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	1,164,179	⁽⁴⁾	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Series F Preferred Stock	⁽⁴⁾	08/11/2025		C			37,244⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	37,244	⁽⁴⁾	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Convertible Promissory Note	$15.2	08/11/2025		C			51,736⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	51,736	$0	0	I	By U.S. Venture Partners X, L.P.⁽⁶⁾
Convertible Promissory Note	$15.2	08/11/2025		C			1,655⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	1,655	$0	0	I	By USVP X Affiliates, L.P.⁽⁶⁾
Convertible Promissory Note	$15.2	08/11/2025		C			16,447⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Common Stock	16,447	$0	0	D
Stock Option	$19	08/07/2025		A		47,420		⁽⁷⁾	08/07/2035	Common Stock	47,420	$0	47,420	D

Explanation of Responses:

1. Each share of Series B-1 preferred stock and Series B-2 preferred stock automatically converted into approximately 0.4031 shares of Heartflow, Inc.'s ("Heartflow") common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported in Table II above on an as-converted basis.

2. Each share of Series C preferred stock automatically converted into approximately 0.5764 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported in Table II above on an as-converted basis.

3. Each share of Series D preferred stock automatically converted into approximately 0.6467 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported in Table II above on an as-converted basis.

4. Each share of Series F preferred stock automatically converted into approximately 0.3425 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported in Table II above on an as-converted basis.

5. Upon the closing of Heartflow's initial public offering, the convertible promissory notes automatically converted into shares of Heartflow's 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. The shares of common stock that were issuable upon conversion of the convertible promissory note had no expiration date. These shares are reported in Table II above on an as-converted basis.

6. 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.

7. The option will vest in full on the earlier of Heartflow's annual meeting of shareholders in 2026 and the first anniversary of the grant date, subject to continued service through such date.

Remarks:

	/s/ Angela Ahmad, Attorney-in-Fact for Casey M. Tansey	08/11/2025
	** Signature of Reporting Person	Date
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