Casey M. Tansey - Aug 1, 2025 Form 4 Insider Report for SHOULDER INNOVATIONS, INC. (SI)

Role
Director, 10%+ Owner
Signature
Jeffrey Points, as Attorney-in-Fact
Stock symbol
SI
Transactions as of
Aug 1, 2025
Transactions value $
$600,000
Form type
4
Date filed
8/5/2025, 04:05 PM
Previous filing
Jul 30, 2025
Next filing
Aug 7, 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Tansey Casey M Director, 10%+ Owner C/O SHOULDER INNOVATIONS, INC., 1535 STEELE AVENUE SW, SUITE B, GRAND RAPIDS Jeffrey Points, as Attorney-in-Fact 2025-08-05 0001474322

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SI Common Stock Conversion of derivative security +1.69M 1.69M Aug 1, 2025 By U.S. Venture Partners XII, L.P. F1, F2, F3
transaction SI Common Stock Conversion of derivative security +85.6K 85.6K Aug 1, 2025 By U.S. Venture Partners XII-A, L.P. F1, F2, F3
transaction SI Common Stock Conversion of derivative security +921K 921K Aug 1, 2025 By U.S. Venture Partners Select Fund I-A, L.P. F1, F2, F3
transaction SI Common Stock Award $0 +7.67K $0.00 7.67K Aug 1, 2025 Direct F4
transaction SI Common Stock Purchase $600K +40K +521.78% $15.00 47.7K Aug 1, 2025 Direct

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 SI Series C Convertible Preferred Stock Conversion of derivative security -20.9M -100% 0 Aug 1, 2025 Common Stock 1.1M See Footnotes F1, F2, F3, F5
transaction SI Series D Convertible Preferred Stock Conversion of derivative security -9.95M -100% 0 Aug 1, 2025 Common Stock 521K See Footnotes F1, F2, F3, F5
transaction SI Series E Convertible Preferred Stock Conversion of derivative security -20.5M -100% 0 Aug 1, 2025 Common Stock 1.07M See Footnotes F1, F2, F3, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Immediately prior to the closing of the Issuer's initial public offering, the shares of preferred stock of the Issuer automatically converted into shares of Common Stock on a one-for-0.052410901 basis.
F2 Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of U.S. Venture Partners XII, L.P. ("USVP XII") and U.S. Venture Partners XII-A, L.P ("USVP XII-A") and has sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. The Reporting Person, Steven M. Krausz, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG XII, and share voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of U.S. Venture Partners Select Fund I-A, L.P. ("USVP Select") and has sole voting and dispositive power with respect to the shares held by USVP Select.
F3 The Reporting Person, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG Select and share voting and dispositive power with respect to the shares held by USVP Select. Each of the managing members of PMG XII and PMG Select disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.
F4 Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting of stockholders to be held in 2026 or August 1, 2026. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.
F5 Consists of (i) 1,043,988 shares of Common Stock underlying Series C Preferred Stock, 496,309 shares of Common Stock underlying Series D Preferred Stock and 146,106 shares of Common Stock underlying Series E Preferred Stock held by USVP XII; (ii) 52,983 shares of Common Stock underlying Series C Preferred Stock, 25,189 shares of Common Stock underlying Series D Preferred Stock, and 7,415 shares of Common Stock underlying Series E Preferred Stock held by USVP XII-A; and (iii) 921,131 shares of Common Stock underlying Series E Preferred Stock held by U.S. Venture Partners Select Fund I, L.P. on its own behalf and as a nominee for USVP Select.