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Filing Details

Accession Number:: 0001641172-25-022252
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-08-05 16:05:09
Reporting Period:: 2025-08-01

Filing Date:: 2025-08-05
Accepted Time:: 2025-08-05 16:05:09
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1699350	Shoulder Innovations Inc.	SI	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1474322	M Casey Tansey	C/O Shoulder Innovations, Inc. 1535 Steele Avenue Sw, Suite B Grand Rapids MI 49507		Yes	No	Yes	No

Transaction Summary

Purchased:	40,000 shares	Avg. Price: $15.00	Total Value: $600,000.00
Number of Shares After Transactions:	47,666 shares

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2025-08-01	1,686,403	$0.00	1,686,403	No	4	C	Indirect	By U.S. Venture Partners XII, L.P.
Common Stock	Acquisiton	2025-08-01	85,587	$0.00	85,587	No	4	C	Indirect	By U.S. Venture Partners XII-A, L.P.
Common Stock	Acquisiton	2025-08-01	921,131	$0.00	921,131	No	4	C	Indirect	By U.S. Venture Partners Select Fund I-A, L.P.
Common Stock	Acquisiton	2025-08-01	7,666	$0.00	7,666	No	4	A	Direct
Common Stock	Acquisiton	2025-08-01	40,000	$15.00	47,666	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	By U.S. Venture Partners XII, L.P.
No	4	C	Indirect	By U.S. Venture Partners XII-A, L.P.
No	4	C	Indirect	By U.S. Venture Partners Select Fund I-A, L.P.
No	4	A	Direct
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series C Convertible Preferred Stock	Disposition	2025-08-01	20,930,233	$0.00	1,096,971	$0.00
Common Stock	Series D Convertible Preferred Stock	Disposition	2025-08-01	9,950,208	$0.00	521,498	$0.00
Common Stock	Series E Convertible Preferred Stock	Disposition	2025-08-01	20,504,376	$0.00	1,074,652	$0.00

Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
No	4	C	Indirect
No	4	C	Indirect
No	4	C	Indirect

Footnotes

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.
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.
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.
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.
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.