R. Scott Huennekens - Dec 22, 2021 Form 4/A - Amendment Insider Report for Hyperfine, Inc. (HYPR)

Role
Director
Signature
/s/ John P. Condon, Attorney-in-Fact
Stock symbol
HYPR
Transactions as of
Dec 22, 2021
Transactions value $
$0
Form type
4/A - Amendment
Date filed
1/10/2022, 08:41 PM
Date Of Original Report
Dec 23, 2021
Previous filing
May 27, 2021
Next filing
Mar 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HYPR Class A Common Stock Award $0 +19.6K $0.00 19.6K Dec 23, 2021 Direct F1

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 HYPR Stock Option (right to buy) Award +712K 712K Dec 22, 2021 Class A Common Stock 712K $3.27 Direct F2, F3, F4
transaction HYPR Stock Option (right to buy) Award +237K 237K Dec 22, 2021 Class A Common Stock 237K $3.27 Direct F5, F6, F7
transaction HYPR Stock Option (right to buy) Award +237K 237K Dec 22, 2021 Class A Common Stock 237K $3.27 Direct F8, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of restricted stock units ("RSUs"). Each RSU represents the right to receive one share of common stock upon vesting. The RSUs vest in equal annual installments over three years beginning on December 23, 2022, subject to Mr. Huennekens' continued service through the applicable vesting date.
F2 The shares underlying this option vest as to 25% on June 30, 2022, with the remainder of the options vesting in equal monthly installments over the following 36 months, subject to Mr. Huennekens' continued service on each vesting date.
F3 In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of July 7, 2021, by and among HealthCor Catalio Acquisition Corp. ("HealthCor"), Optimus Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub I"), Optimus Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub II"), Hyperfine, Inc., a Delaware corporation ("Hyperfine"), and Liminal Sciences, Inc., a Delaware corporation ("Liminal"),
F4 pursuant to which Merger Sub I merged with and into Hyperfine (the "Hyperfine Merger"), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of HealthCor, and Merger Sub II merged with and into Liminal (the "Liminal Merger" and, together with the Hyperfine Merger, the "Mergers"), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of HealthCor (which changed its name to "Hyperfine, Inc.", the "Issuer"), these shares were received in connection with the Mergers in exchange for a stock option to acquire 2,175,000 shares of Hyperfine common stock for $1.07 per share.
F5 The shares underlying this option vest and will become exercisable upon the first to occur of the following: (1) the completion of a business combination that results in the operating business of Hyperfine and Liminal becoming a publicly traded company (a "SPAC transaction") within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share of $15.00 or more for at least 20 out of 30 consecutive trading days within three years of the closing of the SPAC transaction; (2) the completion of the initial public offering of Hyperfine and Liminal ("IPO")
F6 within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share that equals or exceeds 1.5 times $3.92 (as adjusted) within three years of the closing of the IPO; or (3) the closing of a private financing round within three years of Mr. Huennekens' start date in which $50 million or more is raised and Hyperfine's stock price per share equals or exceeds 1.5 times $3.92 (as adjusted).
F7 Received in connection with the Mergers in exchange for a stock option to acquire 725,000 shares of Hyperfine common stock for $1.07 per share.
F8 The shares underlying this option vest and will become exercisable upon the first to occur of the following: (1) the completion of a SPAC transaction within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share of $30.00 or more for at least 20 out of 30 consecutive trading days within four years of the closing of the SPAC transaction; (2) the completion of an IPO within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share that equals or exceeds 3.0 times $3.92 (as adjusted) within four years of the closing of the IPO; or (3) the closing of a private financing round within four years of Mr. Huennekens' start date in which $50 million or more is raised and Hyperfine's stock price per share equals or exceeds 3.0 times $3.92 (as adjusted).
F9 Received in connection with the Mergers in exchange for a stock option to acquire 725,000 shares of Hyperfine common stock for $1.07 per share.

Remarks:

This amended Form 4 is being filed solely to correct the numbers of shares in Table I, Columns 4 and 5.