SEC Form 4: Rothberg Jonathan M was granted 1,242,096 shares and was granted 15,055,288 units of Class B Common Stock
$HCAQ
Finance
| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hyperfine, Inc. [ HYPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/22/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | (1)(2) | 104,074 | D | |||
| Class A Common Stock | 12/23/2021 | A | 16,483(3) | A | $0.00 | 120,557 | D | |||
| Class A Common Stock | 12/22/2021 | A | 585,737 | A | (4) | 585,737 | I | 2012 JMR Trust Common, LLC(5) | ||
| Class A Common Stock | 12/22/2021 | A | 440,295 | A | (6) | 440,295 | I | 23rd Century Capital LLC(5) | ||
| Class A Common Stock | 12/22/2021 | A | 95,507 | A | (7) | 95,507 | I | By Bonnie E Gould Rothberg MD(5) | ||
| Class B Common Stock | 12/22/2021 | A | 14,236,538 | A | (8) | 14,236,538 | I | By 4C Holdings I, LLC(5) | ||
| Class B Common Stock | 12/22/2021 | A | 818,750 | A | (9) | 818,750 | I | By 4C Holdings V, LLC(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||
| 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. |
| /s/ John P. Condon, Attorney-in-Fact | 12/23/2021 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||