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SHOULDER INNOVATIONS, INC. — Director's Dealing 2025
Aug 5, 2025
33484_dirs_2025-08-05_0b88fd9e-5cc1-4f97-b7d3-4a177ab02572.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: Pardo Geoffrey B (Director, 10% Owner)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2025-08-01 | Common Stock | C | 2280482 | — | Acquired | 2280482 | Indirect |
| 2025-08-01 | Common Stock | P | 100000 | $15.00 | Acquired | 2380482 | Indirect |
| 2025-08-01 | Common Stock | A | 7666 | — | Acquired | 7666 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2025-08-01 | Series D Convertible Preferred Stock | $ | C | 33259424 | Disposed | Common Stock (1743156) | Indirect | |
| 2025-08-01 | Series E Convertible Preferred Stock | $ | C | 10252188 | Disposed | Common Stock (537326) | 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: Held directly by Cooperatieve Gilde Healthcare V U.A. ("Gilde"). Gilde Healthcare V Management B.V. is the managing director of Gilde and has sole voting and dispositive power with respect to the shares held by Gilde. Gilde Healthcare V Management B.V. is owned by Gilde Healthcare Holding B.V. and managed by Edwin de Graaf and Pieter van der Meer. Geoff Pardo is a partner at Gilde and may be deemed to share voting and dispositive power with respect to the shares held of record by Gilde. Mr. Pardo disclaims beneficial ownership of such holdings, except to the extent of his pecuniary interest in the shares.
F3: 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.