Gabriel Mecklenburg files Schedule 13G disclosing 4.03M HNGE shares (13%)
Rhea-AI Filing Summary
Gabriel M.I. Mecklenburg reported beneficial ownership of 4,025,963 shares of Hinge Health, Inc. Class A common stock, equal to 13.0% of the Class A shares outstanding as of June 30, 2025. This ownership figure is based on 26,905,214 Class A shares outstanding and assumes a one-to-one conversion of Class B into Class A common stock. The reported holdings break down into 1,682,961 Class A equivalents underlying Class B shares held of record by Mr. Mecklenburg, 1,475,711 Class B shares held by family trusts over which he exercises voting power, and 867,291 Class B-share equivalents underlying stock options exercisable within 60 days of June 30, 2025. He reports sole voting power over all 4,025,963 shares and sole dispositive power over 2,550,252 shares.
Positive
- Material stake disclosed: 4,025,963 shares, representing 13.0% of Class A common stock.
- Full voting authority reported: Sole voting power over all 4,025,963 shares.
- Clear breakdown of holdings: includes 1,682,961 Class A equivalents, 1,475,711 Class B in family trusts, and 867,291 option-based Class B equivalents exercisable within 60 days.
Negative
- Sole dispositive power is lower: only 2,550,252 shares are reported as solely dispositive, less than the voting total.
- Filing does not indicate which Rule 13d-1 checkbox was selected: the form header lists options but does not show a checked rule selection in the provided text.
Insights
TL;DR: A material 13.0% stake is disclosed with full voting control reported but materially lower dispositive power.
The filing shows a significant concentrated position: 4,025,963 shares representing 13.0% of Class A on a 26,905,214-share base. The composition—recorded Class B holdings, family trusts, and in-the-money options exercisable within 60 days—explains why voting power (4,025,963) exceeds sole dispositive power (2,550,252). For investors, the gap between voting and dispositive power is notable because it indicates Mr. Mecklenburg can direct votes for a larger block than he can unilaterally sell. The statement assumes 1:1 conversion of Class B to Class A, which is relevant when assessing potential future dilution or voting dynamics.
TL;DR: Concentrated voting authority via Class B and trust arrangements is evident; governance effects hinge on conversion and option exercise timing.
The report documents that family trusts and record Class B holdings contribute materially to Mr. Mecklenburg's voting control. The 867,291 options exercisable within 60 days are a near-term potential source of additional Class A-equivalent shares. The filing does not indicate a group or shared ownership, and several items (e.g., Items 6-9) are marked not applicable. These facts point to a single principal holder with substantial voting influence, though the reduced sole dispositive power suggests limits on immediate share disposition.