Sec Form 4 Filing - Huennekens R Scott @ Hyperfine, Inc. - 2023-06-09

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)
06/09/2023
(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 Options (right to buy) $ 1.97 06/09/2023 A 112,000 ( 1 ) 06/09/2033 Class A Common Stock 112,000 $ 0 112,000 D
Stock Options (right to buy) $ 0.91 06/09/2023 D 237,437 ( 2 ) 04/27/2031 Class A Common Stock 237,437 $ 0 ( 3 ) 0 D
Stock Option (right to buy) $ 1.97 06/09/2023 A 237,437 ( 4 ) 06/09/2033 Class A Common Stock 237,437 $ 0 237,437 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/ Brett Hale, Attorney-in-Fact 06/12/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares underlying this option vest on the date of the Issuer's next regular annual stockholders meeting, subject to Mr. Huennekens' continued service through the applicable vesting date.
( 2 )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).
( 3 )On June 9, 2023, Mr. Huennekens was granted a new stock option to purchase 237,437 shares of the Issuer's Class A common stock reported below that was contingent upon the cancellation of this stock option.
( 4 )The shares underlying this option vest 100% on June 9, 2028, subject to Mr. Huennekens' continued service through the vesting date.

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