Insight Holdings Group, LLC - 23 May 2025 Form 4 Insider Report for Hinge Health, Inc. (HNGE)

Role
10%+ Owner
Signature
Insight Venture Partners X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer
Issuer symbol
HNGE
Transactions as of
23 May 2025
Net transactions value
-$40,000,000
Form type
4
Filing time
27 May 2025, 18:37:36 UTC
Previous filing
21 May 2025
Next filing
05 Aug 2025

Reporting Owners (7)

Name Relationship Address Signature Signature date CIK
Insight Holdings Group, LLC 10%+ Owner C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR, NEW YORK Insight Venture Partners X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 27 May 2025 0001305473
Insight Venture Partners X, L.P. 10%+ Owner C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR, NEW YORK Insight Venture Partners (Cayman) X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 27 May 2025 0001710959
Insight Venture Partners (Cayman) X, L.P. 10%+ Owner C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR, NEW YORK Insight Venture Partners (Delaware) X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 27 May 2025 0001710860
Insight Venture Partners (Delaware) X, L.P. 10%+ Owner C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR, NEW YORK Insight Venture Partners X (Co-Investors), L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 27 May 2025 0001710835
Insight Venture Partners X (Co-Investors), L.P. 10%+ Owner C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR, NEW YORK Insight Holdings Group, LLC, By: /s/ Andrew Prodromos/Attorney-in-Fact 27 May 2025 0001710834
Insight Venture Associates X, Ltd. 10%+ Owner C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR, NEW YORK Insight Venture Associates X Ltd., By: /s/ Andrew Prodromos/Authorized Officer 27 May 2025 0001803240
Insight Venture Associates X, L.P. 10%+ Owner C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR, NEW YORK Insight Venture Associates X, L.P., By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 27 May 2025 0001844845

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HNGE Class A Common Stock Conversion of derivative security +1,250,000 1,250,000 23 May 2025 See footnotes F1, F2, F3, F4
transaction HNGE Class A Common Stock Sale $40,000,000 -1,250,000 -100% $32.00 0 23 May 2025 See footnotes F2, 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 HNGE Series B Preferred Stock Other -8,982,183 -100% 0 23 May 2025 Class B Common Stock 8,982,183 See footnotes F1, F2, F3
transaction HNGE Series C Preferred Stock Other -2,026,592 -100% 0 23 May 2025 Class B Common Stock 2,026,592 See footnotes F1, F2, F3
transaction HNGE Series C-1 Preferred Stock Other -451,723 -100% 0 23 May 2025 Class B Common Stock 451,723 See footnotes F1, F2, F3
transaction HNGE Series D Preferred Stock Other -819,106 -100% 0 23 May 2025 Class B Common Stock 819,106 See footnotes F1, F2, F3
transaction HNGE Class B Common Stock Other +12,279,604 12,279,604 23 May 2025 Class A Common Stock 12,279,604 See footnotes F1, F2, F3, F5
transaction HNGE Class B Common Stock Conversion of derivative security -1,250,000 -10% 11,029,604 23 May 2025 Class A Common Stock 1,250,000 See footnotes F1, F2, F3, F4, F6
* 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, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation.
F2 Insight Holdings Group, LLC ("Holdings") is the sole shareholder of Insight Venture Associates X, Ltd. ("IVA X Ltd"), which is the general partner of Insight Venture Associates X, L.P. ("IVA X"), which is the general partner of each of Insight Venture Partners X, L.P. ("IVP X"), Insight Venture Partners (Cayman) X, L.P. ("IVP Cayman X"), Insight Venture Partners (Delaware) X, L.P. ("IVP Delaware X") and Insight Venture Partners X (Co-Investors), L.P. ("IVP X Co-Investors," collectively with IVP X, IVP Cayman X and IVP Delaware X, the "IVP X Funds") (the IVP X Funds, collectively with Holdings, IVA X Ltd and IVA X, the "Insight Entities"). As a result, the amounts owned by each of the IVP X Funds may be deemed attributable to each of the other Insight Entities.
F3 Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may be deemed to have shared voting and dispositive power over the shares held of record by the IVP X Funds. The foregoing is not an admission by any other Insight Entity that it is the beneficial owner of the shares held of record by the IVP X Funds. Each of the other Insight Entities, Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held of record by the IVP X Funds, except to the extent of its/his pecuniary interest therein.
F4 Consists of (i) 624,242 shares of Class B Common Stock held by IVP X were converted into 624,242 shares of Class A Common Stock, (ii) 511,886 shares of Class B Common Stock held by IVP Cayman X were converted into 511,886 shares of Class A Common Stock, (iii) 99,019 shares of Class B Common Stock held by IVP Delaware X were converted into 99,019 shares of Class A Common Stock, and (iv) 14,853 shares of Class B Common Stock held by IVP X Co-Investors were converted into 14,853 shares of Class A Common Stock, and such shares of Class A Common Stock were sold in connection with the Issuer's initial public offering.
F5 Consists of (i) 6,132,355 shares held by IVP X, (ii) 5,028,605 shares held by IVP Cayman X, (iii) 972,734 shares held by IVP Delaware X, and (iv) 145,910 shares held by IVP X Co-Investors.
F6 Following the transactions reported in this Form 4, (i) 5,508,113 shares of Class B Common Stock are held by IVP X, (ii) 4,516,719 shares of Class B Common Stock are held by IVP Cayman X, (iii) 873,715 shares of Class B Common Stock are held by IVP Delaware X, and (iv) 131,057 shares of Class B Common Stock are held by IVP X Co-Investors.