Matthew Fraser Ahearn - 30 Jul 2025 Form 3 Insider Report for SHOULDER INNOVATIONS, INC. (SI)

Role
CHIEF OPERATING OFFICER, Director
Signature
/s/ Jeffrey S. Points, as Attorney-in-Fact
Issuer symbol
SI
Transactions as of
30 Jul 2025
Net transactions value
$0
Form type
3
Filing time
30 Jul 2025, 21:38:30 UTC
Next filing
05 Aug 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Ahearn Matthew Fraser CHIEF OPERATING OFFICER, Director C/O SHOULDER INNOVATIONS, INC., 1535 STEELE AVENUE SW, SUITE B, GRAND RAPIDS /s/ Jeffrey S. Points, as Attorney-in-Fact 30 Jul 2025 0002070582

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SI Common Stock 40,793 30 Jul 2025 Direct

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 SI Series Seed Convertible Preferred Stock 30 Jul 2025 Common Stock 13,139 Direct F1
holding SI Series A Convertible Preferred Stock 30 Jul 2025 Common Stock 42,667 Direct F1
holding SI Series B Convertible Preferred Stock 30 Jul 2025 Common Stock 11,436 Direct F1
holding SI Stock Option 30 Jul 2025 Common Stock 9,013 $0.1965 Direct F2
holding SI Stock Option 30 Jul 2025 Common Stock 12,286 $0.9349 Direct F2
holding SI Stock Option 30 Jul 2025 Common Stock 1,648 $1.03 Direct F2
holding SI Stock Option 30 Jul 2025 Common Stock 78,616 $2.10 Direct F2
holding SI Stock Option 30 Jul 2025 Common Stock 32,728 $2.48 Direct F3
holding SI Stock Option 30 Jul 2025 Common Stock 56,974 $2.86 Direct F4
* 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, the shares of preferred stock of the Issuer will automatically convert into shares of Common Stock on a one-for-0.052410901 basis. The shares of preferred stock have no expiration date.
F2 The stock option is fully vested and currently exercisable.
F3 The stock option vested as to one-fourth of the underlying shares on April 19, 2024, and the remaining shares vest in 36 equal increments on the last day of each calendar month thereafter.
F4 The stock option vests as to one-fourth of the underlying shares on April 1, 2026, and the remaining shares vest in 12 equal increments on the last day of each fiscal quarter beginning on June 30, 2026.

Remarks:

Exhibit 24.1 - Power of Attorney