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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hinge Health, Inc. [ HNGE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/23/2025 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 05/23/2025 | C | 1,396,340 | A | (1) | 1,396,340 | I | See footnotes(2)(3) | ||
Class A Common Stock | 05/23/2025 | S | 1,396,340 | D | $32 | 0 | I | See footnotes(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Series S-1 Preferred Stock | (1) | 05/23/2025 | J(1) | 1,455,604 | (1) | (1) | Class B Common Stock | 1,455,604 | (1) | 0 | I | See footnotes(2)(3) | |||
Series A-1 Preferred Stock | (1) | 05/23/2025 | J(1) | 230,923 | (1) | (1) | Class B Common Stock | 230,923 | (1) | 0 | I | See footnotes(2)(3) | |||
Series A-2 Preferred Stock | (1) | 05/23/2025 | J(1) | 1,932,367 | (1) | (1) | Class B Common Stock | 1,932,367 | (1) | 0 | I | See footnotes(2)(3) | |||
Series C Preferred Stock | (1) | 05/23/2025 | J(1) | 1,230,364 | (1) | (1) | Class B Common Stock | 1,230,364 | (1) | 0 | I | See footnotes(2)(3) | |||
Series D Preferred Stock | (1) | 05/23/2025 | J(1) | 251,606 | (1) | (1) | Class B Common Stock | 251,606 | (1) | 0 | I | See footnotes(2)(3) | |||
Class B Common Stock | (1) | 05/23/2025 | J(1) | 5,100,864 | (1) | (1) | Class A Common Stock | 5,100,864 | (1) | 5,100,864 | I | See footnotes(2)(3) | |||
Class B Common Stock | (1) | 05/23/2025 | C | 1,396,340 | (1) | (1) | Class A Common Stock | 1,396,340 | (1) | 3,704,524 | I | See footnotes(2)(3) |
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. Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation. |
2. 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
3. Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. |
11.2 Capital I Partners, LLC, By: /s/ Shelley Zhuang | 05/27/2025 | |
11.2 Capital I, L.P., By: /s/ Shelley Zhuang | 05/27/2025 | |
11.2 Capital Ivy Partners, LLC, By: /s/ Shelley Zhuang | 05/27/2025 | |
11.2 Capital HH, LLC, By: /s/ Shelley Zhuang | 05/27/2025 | |
11.2 Capital IVY, LLC, By: /s/ Shelley Zhuang | 05/27/2025 | |
/s/ Shelley Zhuang | 05/27/2025 | |
** 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 4 (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. |