Casey M. Tansey - 01 Aug 2025 Form 4 Insider Report for SHOULDER INNOVATIONS, INC. (SI)

Role: Director, 10%+ Owner
Signature: Jeffrey Points, as Attorney-in-Fact
Issuer symbol: SI
Transactions as of: 01 Aug 2025
Net transactions value: +$600,000
Form type: 4
Filing time: 05 Aug 2025, 16:05:09 UTC
Previous filing: 30 Jul 2025
Next filing: 07 Aug 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Tansey Casey M	Director, 10%+ Owner	C/O SHOULDER INNOVATIONS, INC., 1535 STEELE AVENUE SW, SUITE B, GRAND RAPIDS	Jeffrey Points, as Attorney-in-Fact	05 Aug 2025	0001474322

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SI	Common Stock	Conversion of derivative security		+1,686,403			1,686,403	01 Aug 2025	By U.S. Venture Partners XII, L.P.	F1, F2, F3
transaction	SI	Common Stock	Conversion of derivative security		+85,587			85,587	01 Aug 2025	By U.S. Venture Partners XII-A, L.P.	F1, F2, F3
transaction	SI	Common Stock	Conversion of derivative security		+921,131			921,131	01 Aug 2025	By U.S. Venture Partners Select Fund I-A, L.P.	F1, F2, F3
transaction	SI	Common Stock	Award	$0	+7,666		$0.000000	7,666	01 Aug 2025	Direct	F4
transaction	SI	Common Stock	Purchase	$600,000	+40,000	+522%	$15.00	47,666	01 Aug 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
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, F3, F5
transaction	SI	Series D Convertible Preferred Stock	Conversion of derivative security		-9,950,208	-100%		0	01 Aug 2025	Common Stock	521,498		See Footnotes	F1, F2, F3, F5
transaction	SI	Series E Convertible Preferred Stock	Conversion of derivative security		-20,504,376	-100%		0	01 Aug 2025	Common Stock	1,074,652		See Footnotes	F1, F2, F3, F5

* 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 automatically converted into shares of Common Stock on a one-for-0.052410901 basis.
F2	Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of U.S. Venture Partners XII, L.P. ("USVP XII") and U.S. Venture Partners XII-A, L.P ("USVP XII-A") and has sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. The Reporting Person, Steven M. Krausz, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG XII, and share voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of U.S. Venture Partners Select Fund I-A, L.P. ("USVP Select") and has sole voting and dispositive power with respect to the shares held by USVP Select.
F3	The Reporting Person, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG Select and share voting and dispositive power with respect to the shares held by USVP Select. Each of the managing members of PMG XII and PMG Select disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.
F4	Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting of stockholders to be held in 2026 or August 1, 2026. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date.
F5	Consists of (i) 1,043,988 shares of Common Stock underlying Series C Preferred Stock, 496,309 shares of Common Stock underlying Series D Preferred Stock and 146,106 shares of Common Stock underlying Series E Preferred Stock held by USVP XII; (ii) 52,983 shares of Common Stock underlying Series C Preferred Stock, 25,189 shares of Common Stock underlying Series D Preferred Stock, and 7,415 shares of Common Stock underlying Series E Preferred Stock held by USVP XII-A; and (iii) 921,131 shares of Common Stock underlying Series E Preferred Stock held by U.S. Venture Partners Select Fund I, L.P. on its own behalf and as a nominee for USVP Select.