Michael A. Carusi - 01 Aug 2025 Form 4 Insider Report for SHOULDER INNOVATIONS, INC. (SI)

Reporting relationship: Director
Issuer ticker: SI
Reported as of: 01 Aug 2025
Net transaction value: +$3,999,990
SEC form: 4
Accepted by SEC: 05 Aug 2025, 16:05:19 UTC
Prior SEC filing: 30 Jul 2025
Source filing: View source filing
Reporting owner signature: Jeffrey Points, as Attorney-in-Fact

Key filing fact

Michael A. Carusi filed Form 4 for SHOULDER INNOVATIONS, INC. (SI) on 05 Aug 2025.

Key facts

This page summarizes Michael A. Carusi's Form 4 filing for SHOULDER INNOVATIONS, INC. (SI).
5 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 05 Aug 2025, 16:05.

Change

Previous filing in this sequence was filed on 30 Jul 2025.
Current net transaction value: +$3,999,990.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001306506 Primary reporting owner

Carusi Michael A

Relationship: Director
Address: C/O SHOULDER INNOVATIONS, INC., 1535 STEELE AVENUE SW, SUITE B, GRAND RAPIDS
Signature: Jeffrey Points, as Attorney-in-Fact
Signature date: 05 Aug 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

SI transaction

Common Stock

Conversion of derivative security

Transaction value
Shares: +1,618,470
Change %
Price
Shares after: 1,618,470
Date: 01 Aug 2025
Ownership: See Footnotes
Footnotes: F1, F2, F3

SI transaction

Common Stock

Purchase

Transaction value: $3,999,990
Shares: +266,666
Change %: +16%
Price: $15.00
Shares after: 1,885,136
Date: 01 Aug 2025
Ownership: See Footnotes
Footnotes: F2, F3

SI transaction

Common Stock

Award

Transaction value: $0
Shares: +7,666
Change %
Price: $0.000000
Shares after: 7,666
Date: 01 Aug 2025
Ownership: Direct
Footnotes: F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

SI transaction Derivative

Series C Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -20,930,233
Change %: -100%
Price
Shares after: 0
Date: 01 Aug 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 1,096,971
Exercise price
Footnotes: F1, F2, F5

SI transaction Derivative

Series D Convertible Preferred Stock

Conversion of derivative security

Transaction value
Shares: -9,950,208
Change %: -100%
Price
Shares after: 0
Date: 01 Aug 2025
Ownership: See Footnotes
Underlying class: Common Stock
Underlying amount: 521,499
Exercise price
Footnotes: F1, F2, F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote 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.

Footnote 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). The reporting person disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares.

Footnote 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).

Footnote 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.

Footnote F5

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).