Sec Form 4 Filing - HealthCor Partners Management LP @ Heartflow, Inc. - 2025-08-11

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
HealthCor Partners Management LP
2. Issuer Name and Ticker or Trading Symbol
Heartflow, Inc. [ HTFL]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
186 SEVEN FARMS DRIVE, SUITE F
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2025
(Street)
DANIEL ISLAND, SC29492
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock 08/11/2025 C 1,248,939 A 1,248,939 I By HealthCor Partners Fund, L.P. ( 2 ) ( 9 )
Common Stock 08/11/2025 C 833,075 A 833,075 I By HealthCor Partners Fund II, L.P. ( 4 ) ( 9 )
Common Stock 08/11/2025 C 4,615,542 A 4,615,542 I By HCPCIV 1, LLC ( 8 ) ( 9 )
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
Series C Preferred ( 1 ) 08/11/2025 C 1,248,939 ( 1 ) ( 1 ) ( 1 ) Common Stock 1,248,939 ( 1 ) 0 I By HealthCor Partners Fund, L.P. ( 2 ) ( 9 )
Series C Preferred Stock ( 1 ) 08/11/2025 C 624,471 ( 1 ) ( 1 ) ( 1 ) Common Stock 624,471 ( 1 ) 0 I By HealthCor Partners Fund II, L.P. ( 4 ) ( 9 )
Series D Preferred ( 3 ) 08/11/2025 C 1,630,231 ( 3 ) ( 3 ) ( 3 ) Common Stock 1,630,231 ( 3 ) 0 I By HCPCIV 1, LLC ( 8 ) ( 9 )
Series D Preferred ( 3 ) 08/11/2025 C 208,604 ( 3 ) ( 3 ) ( 3 ) Common Stock 208,604 ( 3 ) 0 I By HealthCor Partners Fund II, L.P. ( 4 ) ( 9 )
Series E Preferred Stock ( 5 ) 08/11/2025 C 1,099,378 ( 5 ) ( 5 ) ( 5 ) Common Stock 1,099,378 ( 5 ) 0 I By HCPCIV 1, LLC ( 8 ) ( 9 )
Series F Preferred Stock ( 6 ) 08/11/2025 C 1,337,337 ( 6 ) ( 6 ) ( 6 ) Common Stock 1,337,337 ( 6 ) 0 I By HCPCIV 1, LLC ( 8 ) ( 9 )
Series F-1 Preferred Stock ( 6 ) 08/11/2025 C 452,528 ( 6 ) ( 6 ) ( 6 ) Common Stock 452,528 ( 6 ) 0 I By HCPCIV 1, LLC ( 8 ) ( 9 )
Convertible Promissory Note $ 15.2 08/11/2025 C 96,068 ( 7 ) ( 7 ) ( 7 ) Common Stock 96,068 ( 7 ) 0 I By HCPCIV 1, LLC ( 8 ) ( 9 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HealthCor Partners Management LP
186 SEVEN FARMS DRIVE, SUITE F
DANIEL ISLAND, SC29492
X
HealthCor Partners GP, LLC
186 SEVEN FARMS DRIVE, SUITE F
DANIEL ISLAND, SC29492
X
HealthCor Partners Fund LP
186 SEVEN FARMS DRIVE, SUITE F
DANIEL ISLAND, SC29492
X
HealthCor Partners LP
1186 SEVEN FARMS DRIVE, SUITE F
DANIEL ISLAND, SC24492
X
HealthCor Partners Fund II, L.P.
186 SEVEN FARMS DRIVE, SUITE F
DANIEL ISLAND, SC24492
X
HealthCor Partners II, L.P.
186 SEVEN FARMS DRIVE, SUITE F
DANIEL ISLAND, SC24492
X
HCPCIV 1, LLC
1325 AVENUE OF AMERICAS, 28TH FLOOR
NEW YORK, NY10019
X
Signatures
HealthCor Partners Management, L.P., by: HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director 08/22/2025
Signature of Reporting Person Date
HealthCor Partners Fund, L.P., by: HealthCor Partners, L.P., general partner, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director 08/22/2025
Signature of Reporting Person Date
HealthCor Partners, L.P., by: HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director 08/22/2025
Signature of Reporting Person Date
HealthCor Partners GP, LLC, by: /s/ Jeffrey C. Lightcap, Senior Managing Director 08/22/2025
Signature of Reporting Person Date
HealthCor Partners Fund II, L.P., by: HealthCor Partners II, L.P., general partner, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director 08/22/2025
Signature of Reporting Person Date
HealthCor Partners II, L.P., by: HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director 08/22/2025
Signature of Reporting Person Date
HCPCIV 1, LLC, by HealthCor Partners II, L.P., managing member, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director 08/22/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each share of Series C preferred stock automatically converted into approximately 0.5764 shares of Heartflow, Inc.'s ("Heartflow") common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported on Table II herein on an as-converted basis.
( 2 )HealthCor Partners Fund, L.P. ("HCP Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. The shares held by HCP Fund may be deemed to be beneficially owned by HealthCor Partners L.P. ("HCPLP"), its general partner, and by HealthCor Partners GP, LLC ("HCPGP"), the general partner of HCPLP. Each of HCPLP and HCPGP hereby disclaims any beneficial ownership of shares held by HCP Fund except to the extent of any pecuniary interest therein
( 3 )Each share of Series D preferred stock automatically converted into approximately 0.6467 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported on Table II herein on an as-converted basis.
( 4 )HealthCor Partners Fund II, L.P. ("HCPII Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. The shares held by HCPII Fund may be deemed to be beneficially owned by HealthCor Partners II L.P. ("HCP2LP"), its general partner, and by HCPGP, the general partner of HCP2LP. Each of HCP2LP and HCPGP hereby disclaims any beneficial ownership of shares held by HCPII Fund except to the extent of any pecuniary interest therein
( 5 )Each share of Series E preferred stock automatically converted into approximately 0.6951 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported on Table II herein on an as-converted basis.
( 6 )Each share of Series F preferred stock and Series F-1 preferred stock automatically converted into approximately 0.3425 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported on Table II herein on an as-converted basis.
( 7 )Upon the closing of Heartflow's initial public offering, the convertible promissory notes automatically converted into shares of Heartflow's common stock at a conversion price of 80% of the price per share in Heartflow's initial public offering, subject to a valuation ceiling of $2.0 billion. The shares of common stock that were issuable upon conversion of the convertible promissory note had no expiration date. These shares are reported in Table II herein on an as-converted basis.
( 8 )HCPCIV 1, LLC ("HCPCIV") is a private investment limited liability company which is the direct beneficial owner of the securities reported herein. The shares held by HCPCIV may be determined to be beneficially owned by HCP2LP, its managing member, and by HCPGP. Each of HCP2LP and HCPGP hereby disclaims any beneficial ownership of shares held by HCPCOV except to the extent of any pecuniary interest therein.
( 9 )HealthCor Partners Management, L.P. is the investment manager for each of HCP Fund, HCPH Fund, and HCPCIV and has voting and investment discretion with respect to such entities' securities reported herein. HealthCor Partners Management, L.P. hereby disclaims any beneficial ownership of shares held by HCP Fund, HCPH Fund, and HCPCIV except to the extent of any pecuiary interest therein.

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