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SHOULDER INNOVATIONS, INC. Director's Dealing 2025

Aug 5, 2025

33484_dirs_2025-08-05_0024a862-298a-478a-83b5-15613da62629.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SHOULDER INNOVATIONS, INC. (SI)
CIK: 0001699350
Period of Report: 2025-08-01

Reporting Person: LSV Associates II, LLC (Former 10% Owner)
Reporting Person: Lightstone Ventures II, L.P. (Former 10% Owner)
Reporting Person: Lightstone Ventures II (A), L.P. (Former 10% Owner)
Reporting Person: Plain Henry A JR (Former 10% Owner)
Reporting Person: George Jean (Former 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2025-08-01 Common Stock C 1618470 Acquired 1618470 Indirect
2025-08-01 Common Stock P 266666 $15.00 Acquired 1885136 Indirect

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2025-08-01 Series C Convertible Preferred Stock $ C 20930233 Disposed Common Stock (1096971) Indirect
2025-08-01 Series D Convertible Preferred Stock $ C 9950208 Disposed Common Stock (521499) Indirect

Footnotes

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).