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^*

Atomico Advisors IV, Ltd.

(Last)

(First)

(Middle)

ONE CAPITAL PLACE

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hinge Health, Inc. [ HNGE ]

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

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

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)

	Form filed by One Reporting Person
X	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)
Class A Common Stock	05/23/2025		C		2,651,103	A	⁽¹⁾	2,651,103	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock	05/23/2025		S		2,651,103	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)
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 A-2 Preferred Stock	⁽¹⁾	05/23/2025		J⁽¹⁾			4,830,917	⁽¹⁾	⁽¹⁾	Class B Common Stock	4,830,917	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series B Preferred Stock	⁽¹⁾	05/23/2025		J⁽¹⁾			2,245,545	⁽¹⁾	⁽¹⁾	Class B Common Stock	2,245,545	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series C Preferred Stock	⁽¹⁾	05/23/2025		J⁽¹⁾			1,175,333	⁽¹⁾	⁽¹⁾	Class B Common Stock	1,175,333	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series C-1 Preferred Stock	⁽¹⁾	05/23/2025		J⁽¹⁾			602,298	⁽¹⁾	⁽¹⁾	Class B Common Stock	602,298	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Series D Preferred Stock	⁽¹⁾	05/23/2025		J⁽¹⁾			510,073	⁽¹⁾	⁽¹⁾	Class B Common Stock	510,073	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	05/23/2025		J⁽¹⁾		9,364,166		⁽¹⁾	⁽¹⁾	Class A Common Stock	9,364,166	⁽¹⁾	9,364,166	I	See footnotes⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	05/23/2025		C			2,651,103	⁽¹⁾	⁽¹⁾	Class A Common Stock	2,651,103	⁽¹⁾	6,713,063	I	See footnotes⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Atomico Advisors IV, Ltd.

(Last)

(First)

(Middle)

ONE CAPITAL PLACE

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atomico IV, L.P.

(Last)

(First)

(Middle)

ONE CAPITAL PLACE

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Atomico IV (Guernsey), L.P.

(Last)

(First)

(Middle)

PO BOX 286

FLOOR 2 TRAFALGAR COURT, LES BANQUES

(Street)

ST PETER PORT

GY1 4LY

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

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. 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. Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 5,476,823 shares of Class B Common Stock held by Atomico IV and (ii) 1,236,240 shares of Class B Common Stock held by Atomico IV (Guernsey).

	Atomico Advisors IV, Ltd., By: /s/ Claris Ruwende	05/27/2025
	Atomico IV L.P., By: /s/ Claris Ruwende	05/27/2025
	Atomico IV (Guernsey), L.P., By: /s/ Claris Ruwende	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).
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