Hyperfine, Inc. — Director's Dealing 2021

Dec 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hyperfine, Inc. (HYPR)
CIK: 0001833769
Period of Report: 2021-12-22

Reporting Person: ROTHBERG JONATHAN M (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-22	Class A Common Stock	A	104074	—	Acquired	104074	Direct
2021-12-23	Class A Common Stock	A	16483	$0.00	Acquired	120557	Direct
2021-12-22	Class A Common Stock	A	585737	—	Acquired	585737	Indirect
2021-12-22	Class A Common Stock	A	440295	—	Acquired	440295	Indirect
2021-12-22	Class A Common Stock	A	95507	—	Acquired	95507	Indirect
2021-12-22	Class B Common Stock	A	14236538	—	Acquired	14236538	Indirect
2021-12-22	Class B Common Stock	A	818750	—	Acquired	818750	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-12-22	Stock Option (right to buy)	$3.27	A	982500	Acquired	2031-04-14	Class A Common Stock (982500)	Direct

Footnotes

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.