SHOULDER INNOVATIONS, INC. — Director's Dealing 2025

Jul 31, 2025

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: SHOULDER INNOVATIONS, INC. (SI)
CIK: 0001699350
Period of Report: 2025-07-30

Reporting Person: Carusi Michael A (Director, 10% Owner)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Convertible Preferred Stock	$		Common Stock (1096971)		Indirect
Series D Convertible Preferred Stock	$		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 will automatically convert into shares of Common Stock on a one-for-0.052410901 basis. The shares of preferred stock have no expiration date.

F2: 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 Lightstone Ventures II, L.P. ("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 Lightstone Ventures II (A), L.P. ("LSV II (A)"). LSV Associates II, LLC is the general partner of LSV II and 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.