LSV Associates II, LLC - 01 Aug 2025 Form 4 Insider Report for SHOULDER INNOVATIONS, INC. (SI)

Role
Former 10% Owner
Signature
Lightstone Ventures II, L.P., By: LSV Associates II, LLC, its general partner, By: /s/ Henry Plain, Managing Director
Issuer symbol
SI
Transactions as of
01 Aug 2025
Net transactions value
+$3,999,990
Form type
4
Filing time
05 Aug 2025, 16:05:15 UTC
Previous filing
30 Jul 2025
SEC
View on sec.gov

Reporting Owners (5)

Name Relationship Address Signature Signature date CIK
LSV Associates II, LLC Former 10% Owner 420 BOYLSTON ST., SUITE 602, BOSTON Lightstone Ventures II, L.P., By: LSV Associates II, LLC, its general partner, By: /s/ Henry Plain, Managing Director 05 Aug 2025 0001818388
Lightstone Ventures II, L.P. Former 10% Owner 420 BOYLSTON ST., SUITE 602, BOSTON Lightstone Ventures II (A), L.P., By: LSV Associates II, LLC, its general partner, By: /s/ Henry Plain, Managing Director 05 Aug 2025 0001699565
Lightstone Ventures II (A), L.P. Former 10% Owner 420 BOYLSTON ST., SUITE 602, BOSTON LSV Associates II, LLC By: /s/ Henry Plain, Managing Director 05 Aug 2025 0001706610
Plain Henry A JR Former 10% Owner 420 BOYLSTON ST., SUITE 602, BOSTON /s/ Henry Plain 05 Aug 2025 0001384286
George Jean Former 10% Owner 420 BOYLSTON ST., SUITE 602, BOSTON /s/ Jean George 05 Aug 2025 0001291804

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SI Common Stock Conversion of derivative security +1,618,470 1,618,470 01 Aug 2025 See Footnotes F1, F2, F3
transaction SI Common Stock Purchase $3,999,990 +266,666 +16% $15.00 1,885,136 01 Aug 2025 See Footnotes F2, F3

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 SI Series C Convertible Preferred Stock Conversion of derivative security -20,930,233 -100% 0 01 Aug 2025 Common Stock 1,096,971 See Footnotes F1, F2, F4
transaction SI Series D Convertible Preferred Stock Conversion of derivative security -9,950,208 -100% 0 01 Aug 2025 Common Stock 521,499 See Footnotes F1, F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

LSV Associates II, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 automatically converted into shares of Common Stock on a one-for-0.052410901 basis.
F2 LSV Associates II, LLC is the general partner of Lightstone Ventures II, L.P. ("LSV II") and Lightstone Ventures II (A), L.P. ("LSV II (A)") and has sole voting and dispositive power with respect to the shares held by LSV II and LSV II (A). The reporting person is a managing director of LSV Associates II, LLC, and shares voting and dispositive power with respect to the shares held of record by LSV II and LSV II (A). Jean George, Michael A. Carusi and Henry A. Plain, Jr. are the managing directors of LSV Associates II, LLC, and share voting and dispositive power with respect to the shares held of record by LSV II and LSV II (A). Mr. Carusi is a director of the Issuer and files separate Section 16 reports. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his, her or its respective pecuniary interest therein.
F3 Following the transactions reported in this Form 4, (i) 1,781,479 shares of Common Stock are held by LSV II and (ii) 103,657 shares of Common Stock are held by LSV II (A).
F4 Consists of (i) 1,036,638 shares of Common Stock underlying Series C Preferred Stock and 492,833 shares of Common Stock underlying Series D Preferred Stock held by LSV II; and (ii) 60,333 shares of Common Stock underlying Series C Preferred Stock and 28,666 shares of Common Stock underlying Series D Preferred Stock held by LSV II (A).