Ph.D. Jonathan M. Rothberg - 22 Dec 2021 Form 4/A - Amendment Insider Report for Hyperfine, Inc. (HYPR)

Role
Director, 10%+ Owner
Signature
/s/ John P. Condon, Attorney-in-Fact
Issuer symbol
HYPR
Transactions as of
22 Dec 2021
Net transactions value
$0
Form type
4/A - Amendment
Filing time
10 Jan 2022, 20:42:45 UTC
Date Of Original Report
23 Dec 2021
Previous filing
02 Jul 2021
Next filing
23 Mar 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HYPR Class A Common Stock Award +104,074 104,074 22 Dec 2021 Direct F1, F2
transaction HYPR Class A Common Stock Award $0 +19,586 +19% $0.000000 123,660 23 Dec 2021 Direct F3
transaction HYPR Class A Common Stock Award +585,737 585,737 22 Dec 2021 2012 JMR Trust Common, LLC F4, F5
transaction HYPR Class A Common Stock Award +440,295 440,295 22 Dec 2021 23rd Century Capital LLC F5, F6
transaction HYPR Class A Common Stock Award +95,507 95,507 22 Dec 2021 By Bonnie E Gould Rothberg MD F5, F7
transaction HYPR Class B Common Stock Award +14,236,538 14,236,538 22 Dec 2021 By 4C Holdings I, LLC F5, F8
transaction HYPR Class B Common Stock Award +818,750 818,750 22 Dec 2021 By 4C Holdings V, LLC F5, F9

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 +982,500 982,500 22 Dec 2021 Class A Common Stock 982,500 $3.27 Direct F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.,
F2 a Delaware corporation ("Liminal"), 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 exchange for 275,700 shares of Hyperfine Series B preferred stock and 76,739 shares of Liminal Series A-2 preferred stock.
F3 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 Dr. Rothberg's continued service through the applicable vesting date.
F4 Received in connection with the Mergers in exchange for 1,403,701 shares of Hyperfine Series B preferred stock and 701,700 shares of Liminal Series A-2 preferred stock.
F5 Dr. Rothberg is the sole manager of 4C Holdings I, LLC, 4C Holdings V, LLC and 2012 JMR Trust Common, LLC. Dr. Rothberg is the spouse of Bonnie E. Gould Rothberg MD and Dr. Rothberg's son is the manager of 23rd Century Capital LLC. Dr. Rothberg disclaims beneficial ownership of the shares held by his spouse and 23rd Century Capital LLC.
F6 Received in connection with the Mergers in exchange for 1,344,413 shares of Hyperfine Series B preferred stock.
F7 Received in connection with the Mergers in exchange for 291,625 shares of Hyperfine Series B preferred stock.
F8 Received in connection with the Mergers in exchange for 22,500,000 shares of Hyperfine Series B preferred stock and 38,239,355 shares of Liminal Series A-1 preferred stock.
F9 Received in connection with the Mergers in exchange for 2,500,000 shares of Hyperfine Series A preferred stock.
F10 The shares underlying this option vested and became exercisable on December 15, 2021.
F11 Received in connection with the Mergers in exchange for a stock option to acquire 3,000,000 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.