Sec Form 4 Filing - Huennekens R Scott @ Hyperfine, Inc. - 2021-12-22

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

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Huennekens R Scott 2. Issuer Name and Ticker or Trading Symbol Hyperfine, Inc. [ HYPR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HYPERFINE, INC., 530 OLD WHITFIELD STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2021 (Street) GUILFORD, CT06437 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 12/23/2021 A 16,483( 1 ) A $ 0 16,483 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Option (right to buy) $ 3.27 12/22/2021 A 712,312 ( 2 ) 04/27/2031 Class A Common Stock 712,312 ( 3 )( 4 ) 712,312 D Stock Option (right to buy) $ 3.27 12/22/2021 A 237,437 ( 5 )( 6 ) 04/27/2031 Class A Common Stock 237,437 ( 7 ) 237,437 D Stock Option (right to buy) $ 3.27 12/22/2021 A 237,437 ( 8 ) 04/27/2031 Class A Common Stock 237,437 ( 9 ) 237,437 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Huennekens R Scott C/O HYPERFINE, INC. 530 OLD WHITFIELD STREET GUILFORD, CT06437 X Signatures /s/ John P. Condon, Attorney-in-Fact 12/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in equal annual installments over three years beginning on December 23, 2022, subject to Mr. Huennekens' continued service through the applicable vesting date. ( 2 )The shares underlying this option vest as to 25% on June 30, 2022, with the remainder of the options vesting in equal monthly installments over the following 36 months, subject to Mr. Huennekens' continued service on each vesting date. ( 3 )In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of July 7, 2021, by and among HealthCor Catalio Acquisition Corp. ("HealthCor"), Optimus Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub I"), Optimus Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub II"), Hyperfine, Inc., a Delaware corporation ("Hyperfine"), and Liminal Sciences, Inc., a Delaware corporation ("Liminal"), ( 4 )pursuant to which Merger Sub I merged with and into Hyperfine (the "Hyperfine Merger"), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of HealthCor, and Merger Sub II merged with and into Liminal (the "Liminal Merger" and, together with the Hyperfine Merger, the "Mergers"), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of HealthCor (which changed its name to "Hyperfine, Inc.", the "Issuer"), these shares were received in connection with the Mergers in exchange for a stock option to acquire 2,175,000 shares of Hyperfine common stock for $1.07 per share. ( 5 )The shares underlying this option vest and will become exercisable upon the first to occur of the following: (1) the completion of a business combination that results in the operating business of Hyperfine and Liminal becoming a publicly traded company (a "SPAC transaction") within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share of $15.00 or more for at least 20 out of 30 consecutive trading days within three years of the closing of the SPAC transaction; (2) the completion of the initial public offering of Hyperfine and Liminal ("IPO") ( 6 )within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share that equals or exceeds 1.5 times $3.92 (as adjusted) within three years of the closing of the IPO; or (3) the closing of a private financing round within three years of Mr. Huennekens' start date in which $50 million or more is raised and Hyperfine's stock price per share equals or exceeds 1.5 times $3.92 (as adjusted). ( 7 )Received in connection with the Mergers in exchange for a stock option to acquire 725,000 shares of Hyperfine common stock for $1.07 per share. ( 8 )The shares underlying this option vest and will become exercisable upon the first to occur of the following: (1) the completion of a SPAC transaction within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share of $30.00 or more for at least 20 out of 30 consecutive trading days within four years of the closing of the SPAC transaction; (2) the completion of an IPO within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share that equals or exceeds 3.0 times $3.92 (as adjusted) within four years of the closing of the IPO; or (3) the closing of a private financing round within four years of Mr. Huennekens' start date in which $50 million or more is raised and Hyperfine's stock price per share equals or exceeds 3.0 times $3.92 (as adjusted). ( 9 )Received in connection with the Mergers in exchange for a stock option to acquire 725,000 shares of Hyperfine common stock for $1.07 per share.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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