Bain Capital Life Sciences Investors, LLC - 07 Aug 2025 Form 3 Insider Report for Heartflow, Inc. (HTFL)

Role
10%+ Owner
Signature
See signatures included in Exhibit 99.1
Issuer symbol
HTFL
Transactions as of
07 Aug 2025
Net transactions value
$0
Form type
3
Filing time
07 Aug 2025, 21:46:50 UTC
Previous filing
21 Feb 2025
Next filing
13 Aug 2025
SEC
View on sec.gov

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
Bain Capital Life Sciences Investors, LLC 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 07 Aug 2025 0001703031
Bain Capital Life Sciences III General Partner, LLC 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 07 Aug 2025 0001952106
Bain Capital Life Sciences Fund III, L.P. 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 07 Aug 2025 0001875273
BCLS Fund III Investments GP, LLC 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 07 Aug 2025 0001952080
BCLS Fund III Investments, LP 10%+ Owner 200 CLARENDON STREET, BOSTON See signatures included in Exhibit 99.1 07 Aug 2025 0001952107

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
holding HTFL Series F Preferred Stock 07 Aug 2025 Common Stock 12,014,234 $0.000000 See footnotes F1, F3, F4
holding HTFL Subordinated Convertible Promissory Note 07 Aug 2025 Common Stock $6,595,649 See footnotes F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of the Issuer's Series F Preferred Stock is convertible, at the option of the holder, into shares of the Issuer's Common Stock on a 0.342466:1 basis and will automatically convert immediately prior to the closing of the Issuer's initial public offering. These securities have no expiration date.
F2 Represents the outstanding principal amount of the Subordinated Convertible Promissory Note, which will automatically convert upon consummation of the Issuer's initial public offering into shares of the Issuer's Common Stock at a conversion price of 80% of the price per share in the initial public offering, subject to a valuation ceiling of $2.0 billion.
F3 Represents 35,081,564 shares of the Issuer's Series F Preferred Stock held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments") and a Subordinated Convertible Promissory Note of the Issuer in a principal amount of $6,595,648.51 held directly by BCLS Fund III Investments.
F4 Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III Investments GP"), which is the general partner of BCLS Fund III Investments. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.