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Filing Details

Accession Number:: 0001641172-25-022247
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2025-08-05 16:05:15
Reporting Period:: 2025-08-01

Filing Date:: 2025-08-05
Accepted Time:: 2025-08-05 16:05:15
SEC Url:: Form 4 Filing

Issuer

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

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1291804	Jean George	420 Boylston St. Suite 602 Boston MA 02116	No	No	No	Yes
1384286	Jr A Henry Plain	420 Boylston St. Suite 602 Boston MA 02116	No	No	No	Yes
1699565	Lightstone Ventures Ii, L.p.	420 Boylston St. Suite 602 Boston MA 02116	No	No	No	Yes
1706610	Lightstone Ventures Ii (A), L.p.	420 Boylston St. Suite 602 Boston MA 02116	No	No	No	Yes
1818388	Lsv Associates Ii, Llc	420 Boylston St. Suite 602 Boston MA 02116	No	No	No	Yes

Transaction Summary

Purchased:	266,666 shares	Avg. Price: $15.00	Total Value: $3,999,990.00
Number of Shares After Transactions:	1,885,136 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	1,618,470	$0.00	1,618,470	No	4	C	Indirect	See Footnotes
Common Stock	Acquisiton	2025-08-01	266,666	$15.00	1,885,136	No	4	P	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See Footnotes
No	4	P	Indirect	See Footnotes

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	521,499	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	C	Indirect
0			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.
LSV Associates II, LLC is the general partner of Lightstone Ventures II, L.P. ("LSV II") and Lightstone Ventures II (A), L.P. ("LSV II (A)") and has sole voting and dispositive power with respect to the shares held by LSV II and LSV II (A). The reporting person is a managing director of LSV Associates II, LLC, and shares voting and dispositive power with respect to the shares held of record by LSV II and LSV II (A). Jean George, Michael A. Carusi and Henry A. Plain, Jr. are the managing directors of LSV Associates II, LLC, and share voting and dispositive power with respect to the shares held of record by LSV II and LSV II (A). Mr. Carusi is a director of the Issuer and files separate Section 16 reports. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his, her or its respective pecuniary interest therein.
Following the transactions reported in this Form 4, (i) 1,781,479 shares of Common Stock are held by LSV II and (ii) 103,657 shares of Common Stock are held by LSV II (A).
Consists of (i) 1,036,638 shares of Common Stock underlying Series C Preferred Stock and 492,833 shares of Common Stock underlying Series D Preferred Stock held by LSV II; and (ii) 60,333 shares of Common Stock underlying Series C Preferred Stock and 28,666 shares of Common Stock underlying Series D Preferred Stock held by LSV II (A).