Filing Details
- Accession Number:
- 0001641172-25-022246
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2025-08-05 16:05:19
- Reporting Period:
- 2025-08-01
- Filing Date:
- 2025-08-05
- Accepted Time:
- 2025-08-05 16:05:19
- 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 |
|---|---|---|---|---|---|---|---|
| 1306506 | A Michael Carusi | C/O Shoulder Innovations, Inc. 1535 Steele Avenue Sw, Suite B Grand Rapids MI 49507 | Yes | No | No | No |
Transaction Summary
| Purchased: | 266,666 shares | Avg. Price: $15.00 | Total Value: $3,999,990.00 |
| Number of Shares After Transactions: | 7,666 shares | ||
Reported Non-Derivative Transactions
| 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 |
| Common Stock | Acquisiton | 2025-08-01 | 7,666 | $0.00 | 7,666 | No | 4 | A | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | C | Indirect | See Footnotes |
| No | 4 | P | Indirect | See Footnotes |
| No | 4 | A | Direct |
Reported Derivative Transactions
| 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). The reporting person disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares.
- 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).
- 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) 1,036,638 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).
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