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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 05/21/2025 |
3. Issuer Name and Ticker or Trading Symbol
Hinge Health, Inc. [ HNGE ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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 A-2 Preferred Stock | (1) | (1) | Common Stock | 4,830,917 | (1) | I | See footnote(2)(3) |
Series B Preferred Stock | (1) | (1) | Common Stock | 2,245,545 | (1) | I | See footnote(2)(4) |
Series C Preferred Stock | (1) | (1) | Common Stock | 1,175,333 | (1) | I | See footnote(2)(5) |
Series C-1 Preferred Stock | (1) | (1) | Common Stock | 602,298 | (1) | I | See footnote(2)(6) |
Series D Preferred Stock | (1) | (1) | Common Stock | 510,073 | (1) | I | See footnote(2)(7) |
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 stockof the Issuer, except for the Series E Preferred Stock, will automatically convert and be 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 newly classified 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. Atomico Advisors IV, Ltd. is the general partner of Atomico IV L.P. ("Atomico IV") and Atomico IV (Guernsey), L.P. ("Atomico IV (Guernsey)"). As a result, Atomico Advisors IV, Ltd. may be deemed to have beneficial ownership of the shares held by each of Atomico IV and Atomico IV (Guernsey). |
3. Consists of (i) 3,941,353 shares held by Atomico IV and (ii) 889,564 shares held by Atomico IV (Guernsey). |
4. Consists of (i) 1,832,051 shares held by Atomico IV and (ii) 413,494 shares held by Atomico IV (Guernsey). |
5. Consists of (i) 958,908 shares held by Atomico IV and (ii) 216,425 shares held by Atomico IV (Guernsey). |
6. Consists of (i) 491,398 shares held by Atomico IV and (ii) 110,900 shares held by Atomico IV (Guernsey). |
7. Consists of (i) 416,148 shares held by Atomico IV and (ii) 93,925 shares held by Atomico IV (Guernsey). |
Atomico Advisors IV, Ltd., By: /s/ Claris Ruwende | 05/21/2025 | |
Atomico IV L.P, By: /s/ Claris Ruwende | 05/21/2025 | |
Atomico IV (Guernsey), L.P., By: /s/ Claris Ruwende | 05/21/2025 | |
** 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). | ||
** 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. |