Bain Capital Life Sciences Investors, LLC - Aug 7, 2025 Form 3 Insider Report for Heartflow, Inc. (HTFL)

Role: 10%+ Owner
Signature: See signatures included in Exhibit 99.1
Stock symbol: HTFL
Transactions as of: Aug 7, 2025
Transactions value $: $0
Form type: 3
Date filed: 8/7/2025, 09:46 PM
Previous filing: Feb 21, 2025
Next filing: Aug 13, 2025
SEC: View on sec.gov

Reporting Owners (5)

Name	Relationship	Address	Signature	Signature date	CIK
Bain Capital Life Sciences Investors, LLC	10%+ Owner	200 CLARENDON STREET, BOSTON	See signatures included in Exhibit 99.1	2025-08-07	0001703031
Bain Capital Life Sciences III General Partner, LLC	10%+ Owner	200 CLARENDON STREET, BOSTON	See signatures included in Exhibit 99.1	2025-08-07	0001952106
Bain Capital Life Sciences Fund III, L.P.	10%+ Owner	200 CLARENDON STREET, BOSTON	See signatures included in Exhibit 99.1	2025-08-07	0001875273
BCLS Fund III Investments GP, LLC	10%+ Owner	200 CLARENDON STREET, BOSTON	See signatures included in Exhibit 99.1	2025-08-07	0001952080
BCLS Fund III Investments, LP	10%+ Owner	200 CLARENDON STREET, BOSTON	See signatures included in Exhibit 99.1	2025-08-07	0001952107

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	HTFL	Series F Preferred Stock							Aug 7, 2025	Common Stock	12M	$0.00	See footnotes	F1, F3, F4
holding	HTFL	Subordinated Convertible Promissory Note							Aug 7, 2025	Common Stock	$6.6M		See footnotes	F2, F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of the Issuer's Series F Preferred Stock is convertible, at the option of the holder, into shares of the Issuer's Common Stock on a 0.342466:1 basis and will automatically convert immediately prior to the closing of the Issuer's initial public offering. These securities have no expiration date.
F2	Represents the outstanding principal amount of the Subordinated Convertible Promissory Note, which will automatically convert upon consummation of the Issuer's initial public offering into shares of the Issuer's Common Stock at a conversion price of 80% of the price per share in the initial public offering, subject to a valuation ceiling of $2.0 billion.
F3	Represents 35,081,564 shares of the Issuer's Series F Preferred Stock held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments") and a Subordinated Convertible Promissory Note of the Issuer in a principal amount of $6,595,648.51 held directly by BCLS Fund III Investments.
F4	Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III Investments GP"), which is the general partner of BCLS Fund III Investments. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.