Sec Form 3 Filing - 11.2 Capital I Partners, LLC @ Hinge Health, Inc. - 2025-05-21

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FORM 3
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
11.2 Capital I Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
Hinge Health, Inc. [ HNGE]
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)
1611 SPRING GATE LN, UNIT 371763
3. Date of Earliest Transaction (MM/DD/YY)
05/21/2025
(Street)
LAS VEGAS, NV89134
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
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 S-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,455,604 I See footnote ( 2 ) ( 3 )
Series A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 230,923 I See footnote ( 2 ) ( 3 )
Series A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,932,367 I See footnote ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 1,230,364 I See footnote ( 2 ) ( 4 )
Series D Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 251,606 I See footnote ( 2 ) ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
11.2 Capital I Partners, LLC
1611 SPRING GATE LN, UNIT 371763
LAS VEGAS, NV89134
X
11.2 Capital I, L.P.
1611 SPRING GATE LN, UNIT 371763
LAS VEGAS, NV89134
X
11.2 Capital Ivy Partners, LLC
1611 SPRING GATE LN, UNIT 371763
LAS VEGAS, NV89134
X
11.2 Capital HH, LLC
1611 SPRING GATE LN, UNIT 371763
LAS VEGAS, NV89134
X
11.2 Capital Ivy, LLC
1611 SPRING GATE LN, UNIT 371763
LAS VEGAS, NV89134
X
Zhuang Qian
1611 SPRING GATE LN, UNIT 371763
LAS VEGAS, NV89134
X
Signatures
11.2 Capital I Partners, LLC, By: /s/ Shelley Zhuang 05/21/2025
Signature of Reporting Person Date
11.2 Capital I, L.P., By: /s/ Shelley Zhuang 05/21/2025
Signature of Reporting Person Date
11.2 Capital Ivy Partners, LLC, By: /s/ Shelley Zhuang 05/21/2025
Signature of Reporting Person Date
11.2 Capital HH, LLC, By: /s/ Shelley Zhuang 05/21/2025
Signature of Reporting Person Date
11.2 Capital IVY, LLC, By: /s/ Shelley Zhuang 05/21/2025
Signature of Reporting Person Date
/s/ Shelley Zhuang 05/21/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, will automatically convert and be reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation.
( 2 )11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities.
( 3 )Securities held of record by 11.2 Capital I.
( 4 )Consists of (i) 205,060 shares held by 11.2 Capital I and (ii) 1,025,304 shares held by 11.2 Capital IVY.
( 5 )Consists of (i) 171,550 shares held by 11.2 Capital HH and (ii) 80,056 shares held by 11.2 Capital IVY.

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