Statement of Changes in Beneficial Ownership (4)
November 01 2022 - 5:54PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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Huennekens R Scott |
2. Issuer Name and Ticker or Trading Symbol
Hyperfine, Inc.
[
HYPR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O HYPERFINE, INC., 351 NEW WHITFIELD STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/31/2022 |
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(Street)
GUILFORD, CT 06437
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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) | | | 237437 | (1) | 3/29/2032 | Class A Common Stock | 237437 | (1) | 0 | D | |
| Stock Option (right to buy) | $0.91 | 10/31/2022 | | A (1) | | 237437 | | (1) | 3/29/2032 | Class A Common Stock | 237437 | (1) | 237437 | D | |
| Stock Option (right to buy) | $3.27 | 10/31/2022 | | D (2) | | | 712312 | (2) | 4/27/2031 | Class A Common Stock | 712312 | (2) | 0 | D | |
| Stock Option (right to buy) | $0.91 | 10/31/2022 | | A (2) | | 712312 | | (2) | 4/27/2031 | Class A Common Stock | 712312 | (2) | 712312 | D | |
| Stock Option (right to buy) | $3.27 | 10/31/2022 | | D (3) | | | 237437 | (3) | 4/27/2031 | Class A Common Stock | 237437 | (3) | 0 | D | |
| Stock Option (right to buy) | $0.91 | 10/31/2022 | | A (3) | | 237437 | | (3) | 4/27/2031 | Class A Common Stock | 237437 | (3) | 237437 | D | |
| Stock Option (right to buy) | $3.27 | 10/31/2022 | | D (4) | | | 237437 | (5) | 4/27/2031 | Class A Common Stock | 237437 | (4)(5) | 0 | D | |
| Stock Option (right to buy) | $0.91 | 10/31/2022 | | A (4) | | 237437 | | (5) | 4/27/2031 | Class A Common Stock | 237437 | (4)(5) | 237437 | 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). |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Huennekens R Scott
C/O HYPERFINE, INC.
351 NEW WHITFIELD STREET
GUILFORD, CT 06437 | X |
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Signatures
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| /s/ Neela Paykel, Attorney-in-Fact | | 11/1/2022 |
| **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 control number. |
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