SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Huennekens R Scott

(Last) (First) (Middle)
C/O HYPERFINE, INC.
351 NEW WHITFIELD STREET

(Street)
GUILFORD CT 06437

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hyperfine, Inc. [ HYPR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/31/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy) $3.32 10/31/2022 D(1) 237,437 (1) 03/29/2032 Class A Common Stock 237,437 (1) 0 D
Stock Option (right to buy) $0.91 10/31/2022 A(1) 237,437 (1) 03/29/2032 Class A Common Stock 237,437 (1) 237,437 D
Stock Option (right to buy) $3.27 10/31/2022 D(2) 712,312 (2) 04/27/2031 Class A Common Stock 712,312 (2) 0 D
Stock Option (right to buy) $0.91 10/31/2022 A(2) 712,312 (2) 04/27/2031 Class A Common Stock 712,312 (2) 712,312 D
Stock Option (right to buy) $3.27 10/31/2022 D(3) 237,437 (3) 04/27/2031 Class A Common Stock 237,437 (3) 0 D
Stock Option (right to buy) $0.91 10/31/2022 A(3) 237,437 (3) 04/27/2031 Class A Common Stock 237,437 (3) 237,437 D
Stock Option (right to buy) $3.27 10/31/2022 D(4) 237,437 (5) 04/27/2031 Class A Common Stock 237,437 (4)(5) 0 D
Stock Option (right to buy) $0.91 10/31/2022 A(4) 237,437 (5) 04/27/2031 Class A Common Stock 237,437 (4)(5) 237,437 D
Explanation of Responses:
1. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on March 29, 2022. The shares underlying this option vest in full on March 29, 2027, subject to Mr. Huenneken's continued service through the vesting date.
2. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on December 22, 2021, of which 222,595 shares vested and the remainder of the options vesting in equal monthly installments, subject to Mr. Huennekens' continued service on each vesting date.
3. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on December 22, 2021. The shares underlying this option vest and will become exercisable upon the first to occur of the following: (1) the completion of a business combination that results in the operating business of Hyperfine and Liminal becoming a publicly traded company (a "SPAC transaction") within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share of $15.00 or more for at least 20 out of 30 consecutive trading days within three years of the closing of the SPAC transaction; (2) the completion of the initial public offering of Hyperfine and Liminal ("IPO") within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share that equals or exceeds 1.5 times $3.92 as adjusted.
4. The reported transactions involved an amendment of an outstanding stock option grant, resulting in the deemed cancellation of the old option and the grant of a replacement option. The option was originally granted on December 22, 2021.
5. The shares underlying this option vest and will become exercisable upon the first to occur of the following: (1) the completion of a SPAC transaction within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share of $30.00 or more for at least 20 out of 30 consecutive trading days within four years of the closing of the SPAC transaction; (2) the completion of an IPO within two years of Mr. Huennekens' start date and the Issuer's common stock achieving a closing price per share that equals or exceeds 3.0 times $3.92 (as adjusted) within four years of the closing of the IPO; or (3) the closing of a private financing round within four years of Mr. Huennekens' start date in which $50 million or more is raised and Hyperfine's stock price per share equals or exceeds 3.0 times $3.92 (as adjusted).
Remarks:
/s/ Neela Paykel, Attorney-in-Fact 11/01/2022
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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