Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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Hinge Health, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
433313103 (CUSIP Number) |
12/31/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 433313103 |
| 1 | Names of Reporting Persons
Insight Venture Partners X, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,681,897.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8 and 9 include 4,681,897 shares of Class A Common Stock issuable upon the exchange of such 4,681,897 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.
SCHEDULE 13G
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| CUSIP No. | 433313103 |
| 1 | Names of Reporting Persons
Insight Venture Partners (Cayman) X, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
3,839,211.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
8.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8 and 9 include 3,839,211 shares of Class A Common Stock issuable upon the exchange of such 3,839,211 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 433313103 |
| 1 | Names of Reporting Persons
Insight Venture Partners (Delaware) X, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
742,658.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8 and 9 include 742,658 shares of Class A Common Stock issuable upon the exchange of such 742,658 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.
SCHEDULE 13G
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| CUSIP No. | 433313103 |
| 1 | Names of Reporting Persons
Insight Venture Partners X (Co-Investors), LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
111,398.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8 and 9 include 111,398 shares of Class A Common Stock issuable upon the exchange of such 111,398 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.
SCHEDULE 13G
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| CUSIP No. | 433313103 |
| 1 | Names of Reporting Persons
Insight Venture Associates X, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,375,164.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Rows 6, 8 and 9 include 9,375,164 shares of Class A Common Stock issuable upon the exchange of such 9,375,164 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 433313103 |
| 1 | Names of Reporting Persons
Insight Venture Associates X, Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 |
Aggregate Amount Beneficially Owned by Each Reporting Person
9,375,164.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Rows 6, 8 and 9 include 9,375,164 shares of Class A Common Stock issuable upon the exchange of such 9,375,164 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 433313103 |
| 1 | Names of Reporting Persons
Insight Holdings Group, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
9,375,164.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
19.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Rows 6, 8 and 9 include 9,375,164 shares of Class A Common Stock issuable upon the exchange of such 9,375,164 shares of Class B Common Stock for Class A Common Stock on a one-for-one basis. See Item 4(b) for further information regarding Row 11. Percentage ownership is based on 47,294,319 shares of Class A Common Stock, which is the sum of (x) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission on November 7, 2025, and (y) 9,375,164 shares of Class A Common Stock issuable upon the exchange of all shares of Class B Common Stock held by the Reporting Persons, but assuming no exchange of any other shares of Class B Common Stock.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
Hinge Health, Inc. | |
| (b) | Address of issuer's principal executive offices:
455 Market Street, Suite 700, San Francisco, California, 94105 | |
| Item 2. | ||
| (a) | Name of person filing:
This Amendment No. 1 to Schedule 13G is being filed by the following persons (each a "Reporting Person" and, collectively, the "Reporting Persons"): (i) Insight Venture Partners X, L.P. ("IVP X") (ii) Insight Venture Partners (Cayman) X, L.P. ("IVP Cayman X"), (iii) Insight Venture Partners (Delaware), L.P., ("IVP Delaware X"), (iv) Insight Venture Partners X (Co-Investors), L.P. ("IVP X Co-Investors," collectively with IVP X, IVP Cayman X and IVP Delaware X, the "IVP X Funds"), (vi) Insight Venture Associates X, L.P. ("IVA X"), Insight Venture Associates X, Ltd. ("IVA X Ltd") and (vii) Insight Holdings Group, LLC ("Holdings"). Holdings is the sole shareholder of IVA X Ltd, which is the general partner of IVA X, which is the general partner of each of the IVP X Funds (collectively with Holdings, IVA X Ltd and IVA X, the "Insight Entities"). As a result, the amounts owned by each of the IVP X Funds may be deemed attributable to each of the other Insight Entities. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners,1114 Avenue of the Americas, 36th Floor, New York, New York 10036. | |
| (c) | Citizenship:
See Item 2(a). | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
433313103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The information required by Item 4(a) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | |
| (b) | Percent of class:
Based on the quotient obtained by dividing (x) the aggregate number of shares of Class A Common Stock and Class B Common Stock beneficially owned by the Reporting Person, by (y) the sum of (i) 37,919,155 shares of Class A Common Stock outstanding as of October 30, 2025, as reported in the Form 10-Q filed on November 7, 2025, and (ii) the number of shares of Class B Common Stock beneficially owned by the Reporting Persons. The number of shares of Class B Common Stock beneficially owned by the Reporting Person(s) are treated as converted into Class A Common Stock only for the purpose of computing the percentage ownership of the Reporting Person for the purpose hereof. The Reporting Persons beneficially own an aggregate of 9,375,164 shares of Class B Common Stock, which are treated as converted into Class A Common Stock for purposes of this percent of class calculation and represents approximately 19.8% of the Class A Common Stock outstanding (calculated in accordance with the paragraph above). If all outstanding shares of Class B Common Stock (as reported in the Form 10-Q) were deemed converted into Class A Common Stock, the Reporting Persons would be deemed to beneficially own approximately 11.9% of the shares of Class A Common Stock deemed outstanding. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (ii) Shared power to vote or to direct the vote:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
As the general partner of the IVP X Funds, IVA X may be deemed to beneficially own all 9,375,164 Class B Common Stock held directly by the IVP X Funds. As the general partner of IVA X, IVA Ltd may be deemed to beneficially own all 9,375,164 Class B Common Stock held by IVA X. As the sole shareholder of IVA X Ltd, Holdings may be deemed to beneficially own all 9,375,164 Class B Common Stock held by IVA X Ltd. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a "group" for purposes of Rule 13d-5 or for any other purposes. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 99.1 Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended |