HealthCor Reports Series C–F Preferred and Note Conversions into HTFL Common
Rhea-AI Filing Summary
HealthCor-affiliated entities reported initial beneficial ownership in Heartflow, Inc. (HTFL). Multiple HealthCor funds and affiliates each hold various series of convertible preferred stock and a convertible promissory note that will convert into Heartflow common stock upon the closing of Heartflow's initial public offering. Conversion ratios after a 1-for-2.92 reverse split are disclosed for Series C, D, E, F and F-1 preferred stock and a conversion mechanism is disclosed for the promissory note (80% of IPO price, subject to a $2.0 billion valuation cap). HealthCor Partners Management, L.P. is the investment manager with voting and investment discretion and disclaims direct beneficial ownership except for pecuniary interests.
Positive
- Clear disclosure of conversion rates for Series C, D, E, F and F-1 preferred stock reflecting the 1-for-2.92 reverse split
- Convertible promissory note terms are disclosed including an 80% conversion price relative to the IPO price and a $2.0 billion valuation cap
- Managerial control is clearly stated: HealthCor Partners Management, L.P. has voting and investment discretion over the reported securities
Negative
- None.
Insights
TL;DR: HealthCor entities hold multiple convertible preferred series and a convertible note that convert at specified ratios upon HTFL's IPO.
The filing documents material pre-IPO holdings across several HealthCor-managed vehicles, detailing conversion rates that reflect a recent 1-for-2.92 reverse split. The convertible note converts at an 80% discount to the IPO price subject to a valuation cap, which is a common private-to-public conversion structure. The reporting clarifies direct and indirect beneficial ownership and includes standard disclaimers by general partners and the investment manager.
TL;DR: Disclosure is routine for insiders and 10% owners, clarifying voting discretion and disclaimers by associated entities.
The Form 3 properly identifies multiple reporting persons, their addresses, and their relationship to the issuer as directors and 10% owners. It explains conversion mechanics and automatic conversion at IPO, and records signatures from HealthCor principals. The filing fulfills Section 16 initial reporting requirements and outlines the chain of ownership and managerial discretion.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series C Preferred | -- | -- | -- |
| holding | Series C Preferred | -- | -- | -- |
| holding | Series D Preferred | -- | -- | -- |
| holding | Series D Preferred | -- | -- | -- |
| holding | Series E Preferred Stock | -- | -- | -- |
| holding | Series F Preferred Stock | -- | -- | -- |
| holding | Series F-1 Preferred Stock | -- | -- | -- |
| holding | Convertible Promissory Note | -- | -- | -- |
Footnotes (1)
- Each share of Series C preferred stock is convertible on a 1 to 0.5764 basis into shares of Heartflow, Inc.'s ("Heartflow") common stock and has no expiration date. The Series C preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1 for 2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025. HealthCor Partners Fund, L.P. ("HCP Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. The shares held by HCP Fund may be deemed to be beneficially owned by HealthCor Partners L.P. ("HCPLP"), its general partner, and by HealthCor Partners GP, LLC ("HCPGP"), the general partner of HCPLP. Each of HCPLP and HCPGP hereby disclaims any beneficial ownership of shares held by HCP Fund except to the extent of any pecuniary interest therein. HealthCor Partners Fund II, L.P. ("HCPII Fund") is a private investment partnership which is the direct beneficial owner of the securities reported herein. The shares held by HCPII Fund may be deemed to be beneficially owned by HealthCor Partners II, L.P. ("HCP2LP"), its general partner, and by HCPGP, the general partner of HCP2LP. Each of HCP2LP and HCPGP hereby disclaims any beneficial ownership of shares held by HCPII Fund except to the extent of any pecuniary interest therein. Each share of Series D preferred stock is convertible on a 1 to 0.6467 basis into shares of Heartflow's common stock and has no expiration date. The Series D preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1 for 2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025. HCPCIV 1, LLC ("HCPCIV") is a private investment limited liability company which is the direct beneficial owner of the securities reported herein. The shares held by HCPCIV may be determined to be beneficially owned by HCP2LP, its managing member, and by HCPGP. Each of HCP2LP and HCPGP hereby disclaims any beneficial ownership of shares held by HCPCIV except to the extent of any pecuniary interest therein. Each share of Series E preferred stock is convertible on a 1 to 0.6951 basis into shares of Heartflow's common stock and has no expiration date. The Series E preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1 for 2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025. Each share of Series F preferred stock and Series F-1 preferred stock is convertible on a 1 to 0.3425 basis into shares of Heartflow's common stock and has no expiration date. The Series F preferred stock and Series F-1 preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1 for 2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025. Represents the outstanding principal amount of a convertible promissory note held by HCPCIV 1, LLC, which will automatically convert upon the consummation of Heartflow's initial public offering into shares of common stock at a conversion price of 80% of the price per share in Heartflow's initial public offering, subject to a valuation ceiling of $2.0 billion. These shares of common stock issuable upon conversion of the convertible promissory note have no expiration date. HealthCor Partners Management, L.P. is the investment manager for each of HCP Fund, HCPH Fund, and HCPCIV and has voting and investment discretion with respect to such entities' securities reported herein. HealthCor Partners Management, L.P. hereby disclaims any beneficial ownership of shares held by HCP Fund, HCPH Fund, and HCPCIV except to the extent of any pecuniary interest therein.
