Sec Form 4/A Filing - ROTHBERG JONATHAN M @ Hyperfine, Inc. - 2021-12-22

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FORM 4/A
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
ROTHBERG JONATHAN M
2. Issuer Name and Ticker or Trading Symbol
Hyperfine, Inc. [ HYPR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 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)
12/22/2021
(Street)
GUILFORD, CT06437
4. If Amendment, Date Original Filed (MM/DD/YY)
12/23/2021
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
Class A Common Stock 12/22/2021 A 104,074 A 104,074 D
Class A Common Stock 12/23/2021 A 19,586( 3 ) A $ 0 123,660 D
Class A Common Stock 12/22/2021 A 585,737 A 585,737 I 2012 JMR Trust Common, LLC( 5 )
Class A Common Stock 12/22/2021 A 440,295 A 440,295 I 23rd Century Capital LLC( 5 )
Class A Common Stock 12/22/2021 A 95,507 A 95,507 I By Bonnie E Gould Rothberg MD( 5 )
Class B Common Stock 12/22/2021 A 14,236,538 A 14,236,538 I By 4C Holdings I, LLC( 5 )
Class B Common Stock 12/22/2021 A 818,750 A 818,750 I By 4C Holdings V, LLC( 5 )
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 Option (right to buy) $ 3.27 12/22/2021 A 982,500 ( 10 ) 04/14/2031 Class A Common Stock 982,500 ( 11 ) 982,500 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ROTHBERG JONATHAN M
C/O HYPERFINE, INC.
351 NEW WHITFIELD STREET
GUILFORD, CT06437
X X
Signatures
/s/ John P. Condon, Attorney-in-Fact 01/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of July 7, 2021, by and among HealthCor Catalio Acquisition Corp. ("HealthCor"), Optimus Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub I"), Optimus Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub II"), Hyperfine, Inc., a Delaware corporation ("Hyperfine"), and Liminal Sciences, Inc.,
( 2 )a Delaware corporation ("Liminal"), pursuant to which Merger Sub I merged with and into Hyperfine (the "Hyperfine Merger"), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of HealthCor, and Merger Sub II merged with and into Liminal (the "Liminal Merger" and, together with the Hyperfine Merger, the "Mergers"), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of HealthCor (which changed its name to "Hyperfine, Inc.", the "Issuer"), these shares were received in exchange for 275,700 shares of Hyperfine Series B preferred stock and 76,739 shares of Liminal Series A-2 preferred stock.
( 3 )Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in equal annual installments over three years beginning on December 23, 2022, subject to Dr. Rothberg's continued service through the applicable vesting date.
( 4 )Received in connection with the Mergers in exchange for 1,403,701 shares of Hyperfine Series B preferred stock and 701,700 shares of Liminal Series A-2 preferred stock.
( 5 )Dr. Rothberg is the sole manager of 4C Holdings I, LLC, 4C Holdings V, LLC and 2012 JMR Trust Common, LLC. Dr. Rothberg is the spouse of Bonnie E. Gould Rothberg MD and Dr. Rothberg's son is the manager of 23rd Century Capital LLC. Dr. Rothberg disclaims beneficial ownership of the shares held by his spouse and 23rd Century Capital LLC.
( 6 )Received in connection with the Mergers in exchange for 1,344,413 shares of Hyperfine Series B preferred stock.
( 7 )Received in connection with the Mergers in exchange for 291,625 shares of Hyperfine Series B preferred stock.
( 8 )Received in connection with the Mergers in exchange for 22,500,000 shares of Hyperfine Series B preferred stock and 38,239,355 shares of Liminal Series A-1 preferred stock.
( 9 )Received in connection with the Mergers in exchange for 2,500,000 shares of Hyperfine Series A preferred stock.
( 10 )The shares underlying this option vested and became exercisable on December 15, 2021.
( 11 )Received in connection with the Mergers in exchange for a stock option to acquire 3,000,000 shares of Hyperfine common stock for $1.07 per share.

Remarks:
This amended Form 4 is being filed solely to correct the numbers of shares in Table I, Columns 4 and 5.

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