Sec Form 4 Filing - Insight Holdings Group, LLC @ Hinge Health, Inc. - 2025-05-23

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
Insight Holdings Group, 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)
C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/23/2025
(Street)
NEW YORK, NY10036
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
Class A Common Stock 05/23/2025 C 1,250,000 A 1,250,000 I See footnotes ( 2 ) ( 3 ) ( 4 )
Class A Common Stock 05/23/2025 S 1,250,000 D $ 32 0 I See footnotes ( 2 ) ( 3 ) ( 4 )
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 B Preferred Stock ( 1 ) 05/23/2025 J( 1 ) 8,982,183 ( 1 ) ( 1 ) Class B Common Stock 8,982,183 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series C Preferred Stock ( 1 ) 05/23/2025 J( 1 ) 2,026,592 ( 1 ) ( 1 ) Class B Common Stock 2,026,592 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series C-1 Preferred Stock ( 1 ) 05/23/2025 J( 1 ) 451,723 ( 1 ) ( 1 ) Class B Common Stock 451,723 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Series D Preferred Stock ( 1 ) 05/23/2025 J( 1 ) 819,106 ( 1 ) ( 1 ) Class B Common Stock 819,106 ( 1 ) 0 I See footnotes ( 2 ) ( 3 )
Class B Common Stock ( 1 ) 05/23/2025 J( 1 ) 12,279,604 ( 1 ) ( 1 ) Class A Common Stock 12,279,604 ( 1 ) 12,279,604 I See footnotes ( 2 ) ( 3 ) ( 5 )
Class B Common Stock ( 1 ) 05/23/2025 C 1,250,000 ( 1 ) ( 1 ) Class A Common Stock 1,250,000 ( 1 ) 11,029,604 I See footnotes ( 2 ) ( 3 ) ( 4 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Insight Holdings Group, LLC
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X
Insight Venture Partners X, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X
Insight Venture Partners (Cayman) X, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X
Insight Venture Partners (Delaware) X, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X
Insight Venture Partners X (Co-Investors), L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X
Insight Venture Associates X, Ltd.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X
Insight Venture Associates X, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY10036
X
Signatures
Insight Venture Partners X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 05/27/2025
Signature of Reporting Person Date
Insight Venture Partners (Cayman) X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 05/27/2025
Signature of Reporting Person Date
Insight Venture Partners (Delaware) X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 05/27/2025
Signature of Reporting Person Date
Insight Venture Partners X (Co-Investors), L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 05/27/2025
Signature of Reporting Person Date
Insight Holdings Group, LLC, By: /s/ Andrew Prodromos/Attorney-in-Fact 05/27/2025
Signature of Reporting Person Date
Insight Venture Associates X Ltd., By: /s/ Andrew Prodromos/Authorized Officer 05/27/2025
Signature of Reporting Person Date
Insight Venture Associates X, L.P., By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 05/27/2025
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, automatically converted and was 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 )Insight Holdings Group, LLC ("Holdings") is the sole shareholder of Insight Venture Associates X, Ltd. ("IVA X Ltd"), which is the general partner of Insight Venture Associates X, L.P. ("IVA X"), which is the general partner of each of Insight Venture Partners X, L.P. ("IVP X"), Insight Venture Partners (Cayman) X, L.P. ("IVP Cayman X"), Insight Venture Partners (Delaware) X, L.P. ("IVP Delaware X") and 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") (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.
( 3 )Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may be deemed to have shared voting and dispositive power over the shares held of record by the IVP X Funds. The foregoing is not an admission by any other Insight Entity that it is the beneficial owner of the shares held of record by the IVP X Funds. Each of the other Insight Entities, Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held of record by the IVP X Funds, except to the extent of its/his pecuniary interest therein.
( 4 )Consists of (i) 624,242 shares of Class B Common Stock held by IVP X were converted into 624,242 shares of Class A Common Stock, (ii) 511,886 shares of Class B Common Stock held by IVP Cayman X were converted into 511,886 shares of Class A Common Stock, (iii) 99,019 shares of Class B Common Stock held by IVP Delaware X were converted into 99,019 shares of Class A Common Stock, and (iv) 14,853 shares of Class B Common Stock held by IVP X Co-Investors were converted into 14,853 shares of Class A Common Stock, and such shares of Class A Common Stock were sold in connection with the Issuer's initial public offering.
( 5 )Consists of (i) 6,132,355 shares held by IVP X, (ii) 5,028,605 shares held by IVP Cayman X, (iii) 972,734 shares held by IVP Delaware X, and (iv) 145,910 shares held by IVP X Co-Investors.
( 6 )Following the transactions reported in this Form 4, (i) 5,508,113 shares of Class B Common Stock are held by IVP X, (ii) 4,516,719 shares of Class B Common Stock are held by IVP Cayman X, (iii) 873,715 shares of Class B Common Stock are held by IVP Delaware X, and (iv) 131,057 shares of Class B Common Stock are held by IVP X Co-Investors.

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