Bain Capital Life Sciences Investors, LLC - Aug 11, 2025 Form 4 Insider Report for Heartflow, Inc. (HTFL)

Role
10%+ Owner
Signature
See signatures included in Exhibit 99.1
Stock symbol
HTFL
Transactions as of
Aug 11, 2025
Transactions value $
-$4
Form type
4
Date filed
8/13/2025, 04:00 PM
Previous filing
Aug 7, 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 2025-08-13 0001703031
Bain Capital Life Sciences III General Partner, LLC 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 2025-08-13 0001952106
Bain Capital Life Sciences Fund III, L.P. 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 2025-08-13 0001875273
BCLS Fund III Investments GP, LLC 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 2025-08-13 0001952080
BCLS Fund III Investments, LP 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 2025-08-13 0001952107

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HTFL Common Stock Conversion of derivative security +12M 12M Aug 11, 2025 See footnotes F1, F3, F4
transaction HTFL Common Stock Conversion of derivative security $6.6M +434K +3.61% $15.20 12.4M Aug 11, 2025 See footnotes F3, F4

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
transaction HTFL Series F Preferred Stock Conversion of derivative security $0 -35.1M -100% $0.00 0 Aug 11, 2025 Common Stock 12M See footnotes F1, F3, F4
transaction HTFL Subordinated Convertible Promissory Note Conversion of derivative security -$6.6M 0 Aug 11, 2025 Common Stock 434K $15.20 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 automatically converted into shares of the Issuer's Common Stock on a 0.342466:1 basis immediately prior to the closing of the Issuer's initial public offering. These securities had no expiration date.
F2 The outstanding principal amount of the Subordinated Convertible Promissory note automatically converted into shares of the Issuer's Common Stock upon consummation of the Issuer's initial public offering at a conversion price of 80% of the price per share in the Issuer's initial public offering.
F3 Represents securities held directly by BCLS Fund III Investments, LP ("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.