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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hyperfine, Inc. [ HYPR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/29/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Class A Common Stock | 5,534,000 | D(1) | ||||||||
Class A Common Stock | 12/29/2021 | P | 100,000 | A | $7 | 1,100,000 | I | See Footnotes(1)(2) | ||
Class A Common Stock | 01/10/2022 | P | 13,677 | A | $6.698(3) | 1,113,677 | I | See Footnote(1) | ||
Class A Common Stock | 01/11/2022 | P | 2,913 | A | $6.728(4) | 1,116,590 | I | See Footnote(1) | ||
Class A Common Stock | 01/12/2022 | P | 8,410 | A | $6.569(5) | 1,125,000 | I | See Footnote(1) | ||
Class A Common Stock | 01/21/2022 | P | 25,000 | A | $4.502 | 1,150,000 | I | See Footnote(1) | ||
Class A Common Stock | 01/26/2022 | P | 78,053 | A | $3.747(6) | 1,228,053 | I | See Footnote(1) | ||
Class A Common Stock | 02/03/2022 | P | 21,947 | A | $4 | 1,250,000 | I | See Footnote(1) | ||
Class A Common Stock | 12/16/2022 | J(7) | 5,534,000 | D | $0 | 0 | D(1)(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. This Form 4 is being filed by HC Sponsor LLC (the "Sponsor"). HealthCor Group, LLC ("HealthCor Group") shares voting and/or dispositive control over the securities held by the Sponsor. HealthCor Group is controlled by Messrs. Arthur B. Cohen and Joseph P. Healey. Accordingly, all of the shares held by Sponsor may be deemed to be beneficially held by Messrs Cohen and Healey. Each such reporting person disclaims beneficial ownership of all securities reported herein except to the extent of their respective pecuniary interest therein. |
2. Includes 1,000,000 shares previously reported as owned directly. These shares are held by affiliates of the Reporting Persons. HealthCor Group shares voting and/or dispositive control over these securities. |
3. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.676 to $6.75, inclusive. The reporting persons undertake to provide to the issuer, any securityholder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) through (6) to this Form 4. |
4. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.724 to $6.75, inclusive. |
5. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.55 to $6.613, inclusive. |
6. The price reported in column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.731 to $3.75, inclusive. |
7. Sponsor distributed these shares to its members on a pro rata basis for no consideration. |
8. A fund controlled by HealthCor Group and Messrs. Cohen and Healey are each members of Sponsor and received 526,020, 781,226 and 781, 227 shares in the distribution. Those shares are now owned by such persons directly. |
/s/ Arthur Bruce Cohen, as Authorized Signatory for HC Sponsor LLC | 12/20/2022 | |
/s/ Arthur Bruce Cohen, as Authorized Signatory for HealthCor Group, LLC | 12/20/2022 | |
/s/ Arthur Bruce Cohen | 12/20/2022 | |
/s/ Joseph Patrick Healey | 12/20/2022 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |