Sec Form 4 Filing - Huennekens R Scott @ Hyperfine, Inc. - 2022-10-31

Insider filing report for Changes in Beneficial Ownership
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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., 351 NEW WHITFIELD STREET
3. Date of Earliest Transaction (MM/DD/YY)
10/31/2022
(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
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) $ 3.32 10/31/2022 D( 1 ) 237,437 ( 1 ) 03/29/2032 Class A Common Stock 237,437 ( 1 ) 0 D
Stock Option (right to buy) $ 0.91 10/31/2022 A( 1 ) 237,437 ( 1 ) 03/29/2032 Class A Common Stock 237,437 ( 1 ) 237,437 D
Stock Option (right to buy) $ 3.27 10/31/2022 D( 2 ) 712,312 ( 2 ) 04/27/2031 Class A Common Stock 712,312 ( 2 ) 0 D
Stock Option (right to buy) $ 0.91 10/31/2022 A( 2 ) 712,312 ( 2 ) 04/27/2031 Class A Common Stock 712,312 ( 2 ) 712,312 D
Stock Option (right to buy) $ 3.27 10/31/2022 D( 3 ) 237,437 ( 3 ) 04/27/2031 Class A Common Stock 237,437 ( 3 ) 0 D
Stock Option (right to buy) $ 0.91 10/31/2022 A( 3 ) 237,437 ( 3 ) 04/27/2031 Class A Common Stock 237,437 ( 3 ) 237,437 D
Stock Option (right to buy) $ 3.27 10/31/2022 D( 4 ) 237,437 ( 5 ) 04/27/2031 Class A Common Stock 237,437 ( 4 )( 5 ) 0 D
Stock Option (right to buy) $ 0.91 10/31/2022 A( 4 ) 237,437 ( 5 ) 04/27/2031 Class A Common Stock 237,437 ( 4 )( 5 ) 237,437 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Huennekens R Scott
C/O HYPERFINE, INC.
351 NEW WHITFIELD STREET
GUILFORD, CT06437
X
Signatures
/s/ Neela Paykel, Attorney-in-Fact 11/01/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on March 29, 2022. The shares underlying this option vest in full on March 29, 2027, subject to Mr. Huenneken's continued service through the vesting date.
( 2 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on December 22, 2021, of which 222,595 shares vested and the remainder of the options vesting in equal monthly installments, subject to Mr. Huennekens' continued service on each vesting date.
( 3 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on December 22, 2021. 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") 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.
( 4 )The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on December 22, 2021.
( 5 )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).

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