SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2
(Amendment No. 2)*
Hyperfine,
Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
44916K106
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
¨ Rule 13d-1(c)
x Rule 13d-1(d)
(Page 1 of 9 Pages)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 44916K106 | 13G | Page 2 of 9 Pages |
| (1) | NAMES OF REPORTING PERSONS
HC Sponsor LLC | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨ (b) ¨ |
| (3) | SEC USE ONLY | |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 |
| (6) | SHARED VOTING POWER
0 | |
| (7) | SOLE DISPOSITIVE POWER
0 | |
| (8) | SHARED DISPOSITIVE POWER
0 |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) | ¨ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% | |
| (12) | TYPE OF REPORTING PERSON (see instructions)
PN | |
| CUSIP No. 44916K106 | 13G | Page 3 of 9 Pages |
| (1) | NAMES OF REPORTING PERSONS
HealthCor Group, LLC | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨ (b) ¨ |
| (3) | SEC USE ONLY | |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
0 |
| (6) | SHARED VOTING POWER
3,381,500(1) | |
| (7) | SOLE DISPOSITIVE POWER
0 | |
| (8) | SHARED DISPOSITIVE POWER
3,381,500(1) |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,381,500(1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) | ¨ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1(2)% | |
| (12) | TYPE OF REPORTING PERSON (see instructions)
OO | |
(1) Represents Class A Shares held by the HC Affiliates.
(2) Calculated based on 55,622,488 Class A Shares outstanding as of December 31, 2022, as reported on the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(3) with the SEC on January 31, 2023.
| CUSIP No. 44916K106 | 13G | Page 4 of 9 Pages |
| (1) | NAMES OF REPORTING PERSONS
Arthur Bruce Cohen | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) ¨ (b) ¨ |
| (3) | SEC USE ONLY | |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
781,226 |
| (6) | SHARED VOTING POWER
3,880,900(1) | |
| (7) | SOLE DISPOSITIVE POWER
781,226 | |
| (8) | SHARED DISPOSITIVE POWER
3,880,900(1) |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,662,126(1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) | ¨ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%(2) | |
| (12) | TYPE OF REPORTING PERSON (see instructions)
IN | |
(1) Represents 3,381,500 Class A Shares held by the HC Affiliates and 499,400 Class A Shares held by separately managed accounts.
(2) Calculated based on 55,622,488 Class A Shares outstanding as of December 31, 2022, as reported on the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(3) with the SEC on January 31, 2023.
| CUSIP No. 44916K106 | 13G | Page 5 of 9 Pages |
| (1) | NAMES OF REPORTING PERSONS
Joseph Patrick Healey | |
| (2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨ (b) ¨ |
| (3) | SEC USE ONLY | |
| (4) | CITIZENSHIP OR PLACE OF ORGANIZATION
United States | |
| NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
(5) | SOLE VOTING POWER
781,227 |
| (6) | SHARED VOTING POWER
3,880,900(1) | |
| (7) | SOLE DISPOSITIVE POWER
781,227 | |
| (8) | SHARED DISPOSITIVE POWER
3,880,900(1) |
| (9) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,662,127(1) | |
| (10) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) | ¨ |
| (11) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%(2) | |
| (12) | TYPE OF REPORTING PERSON (see instructions)
IN | |
(1) Represents 3,381,500 Class A Shares held by the HC Affiliates and 499,400 Class A Shares held by separately managed accounts.
(2) Calculated based on 55,622,488 Class A Shares outstanding as of December 31, 2022, as reported on the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(3) with the SEC on January 31, 2023.
| CUSIP No. 44916K106 | 13G | Page 6 of 9 Pages |
| Item 1(a). | Name of Issuer: | |
| Hyperfine, Inc. | ||
| Item 1(b). | Address of Issuer’s Principal Executive Offices: | |
| 351 New Whitfield
Street Guilford, CT 06437 | ||
| Item 2(a, b, c). | Names of Persons Filing: | |
| (i) | HC Sponsor LLC, 55 Hudson Yards, 28th Floor, New York NY 10001; | |
| (ii) | HealthCor Group, LLC, 55 Hudson Yards, 28th Floor, New York NY 10001; | |
| (iii) | Joseph Healey, 55 Hudson Yards, 28th Floor, New York, NY 10001; | |
| (iv) | Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854; | |
| Both Mr. Healey and Mr. Cohen are United States citizens. | ||
| The persons at (i) through (iv) above are collectively referred to herein as the “Reporting Persons”. | ||
| CUSIP No. 44916K106 | 13G | Page 7 of 9 Pages |
| Item 2(d). | Title of Class of Securities | ||
| Class A common stock | |||
| Item 2(e). | CUSIP Number | ||
| 44916K106 | |||
| Item 3. | Not applicable. | ||
| Item 4. | Ownership. | ||
| (a) | Amount beneficially owned: | ||
| See responses to Item 9 on each cover page. | |||
| (b) | Percent of Class: | ||
| See responses to Item 11 on each cover page. | |||
| (c) | Number of shares as to which the Reporting Person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| See responses to Item 5 on each cover page. | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| See responses to Item 6 on each cover page. | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| See responses to Item 7 on each cover page. | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| See responses to Item 8 on each cover page. | |||
HC Sponsor LLC (the “Sponsor”) distributed all of its Class A Shares to its members on December 16, 2022 and no longer holds Class A Shares directly. Entities affiliated with the Sponsor (the “HC Affiliates”) directly hold 3,381,500 Class A Shares. The Sponsor is managed by its manager, HealthCor Sponsor Investments LLC, which is managed by its manager, HealthCor Group, LLC, which also indirectly manages the HC Affiliates. Arthur Cohen and Joseph Healey are the controlling members of HealthCor Group, LLC and received 781,226 and 781,227 Class A Shares, respectively, in the distribution. In addition, separately managed accounts (the “SMAs”) managed by HealthCor Management, L.P. own 499,400 Class A Shares. Messrs. Cohen and Healey are the managers of the general partner of HealthCor Management, L.P. As such, Messrs. Cohen and Healey have voting and investment discretion with respect to the securities held by each of the HC Affiliates and the SMAs but disclaim beneficial ownership of such securities. The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Statement.
| Item 5. | Ownership of Five Percent or Less of a Class: |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨. |
| CUSIP No. 44916K106 | 13G | Page 8 of 9 Pages |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
| Not Applicable | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
| Not Applicable | |
| Item 8. | Identification and Classification of Members of the Group. |
| See Exhibit I. | |
| Item 9. | Notice of Dissolution of Group. |
| Not Applicable | |
| Item 10. | Certification. |
| By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
| CUSIP No. 760873109 | 13G | Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2023
| HC Sponsor LLC | |||
| /s/ Arthur Cohen | |||
| Name: | Arthur Cohen | ||
| Title: | Authorized Signatory | ||
| HealthCor Group, LLC | |||
| By: HealthCor Group, LLC, its general partner | |||
| /s/ Arthur Cohen | |||
| Name: | Arthur Cohen | ||
| Title: | Authorized Signatory | ||
| JOSEPH HEALEY, Individually | |||
| /s/ Joseph Healey | |||
| ARTHUR COHEN, Individually | |||
| /s/ Arthur Cohen | |||