[Form 3] Heartflow, Inc. Initial Statement of Beneficial Ownership

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

Securities Analyst

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.

Corporate Governance Expert

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.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

HealthCor Partners Management LP

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F-371

(Street)

DANIEL ISLAND SC 29492

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2025

3. Issuer Name and Ticker or Trading Symbol
Heartflow, Inc. [ HTFL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series C Preferred	(1)	(1)	Common Stock	1,248,939(1)	(1)	I	By HealthCor Partners Fund, L.P.(2)(9)
Series C Preferred	(1)	(1)	Common Stock	624,471(1)	(1)	I	By HealthCor Partners Fund II, L.P.(3)(9)
Series D Preferred	(4)	(4)	Common Stock	1,630,231(4)	(4)	I	By HCPCIV I, LLC(5)(9)
Series D Preferred	(4)	(4)	Common Stock	208,604(4)	(4)	I	By HealthCor Partners Fund II, L.P.(3)(9)
Series E Preferred Stock	(6)	(6)	Common Stock	1,099,378(6)	(6)	I	By HCPCIV I, LLC(5)(9)
Series F Preferred Stock	(7)	(7)	Common Stock	1,337,337(7)	(7)	I	By HCPCIV I, LLC(5)(9)
Series F-1 Preferred Stock	(7)	(7)	Common Stock	452,528(7)	(7)	I	By HCPCIV I, LLC(5)(9)
Convertible Promissory Note	(8)	(8)	Common Stock	$1,460,234(8)	(8)	I	By HCPCIV I, LLC(5)(9)

1. Name and Address of Reporting Person^*

HealthCor Partners Management LP

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F-371

(Street)

DANIEL ISLAND SC 29492

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCor Partners Fund LP

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F-371

(Street)

DANIEL ISLAND SC 29492

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCor Partners LP

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F-371

(Street)

DANIEL ISLAND SC 29492

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCor Partners GP, LLC

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F-371

(Street)

DANIEL ISLAND SC 29492

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCor Partners Fund II, L.P.

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F-371

(Street)

DANIEL ISLAND SC 29492

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HealthCor Partners II, L.P.

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F-371

(Street)

DANIEL ISLAND SC 29492

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

HCPCIV 1, LLC

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F-371

(Street)

DANIEL ISLAND SC 29492

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

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.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

	HealthCor Partners Management, L.P., by HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director	08/22/2025
	HealthCor Partners Fund, L.P., by HealthCor Partners, L.P., general partner, by HealthCor Partners GP, LLC, its General Partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director	08/22/2025
	HealthCor Partners, L.P., by HealthCor Partners GP, LLC, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director	08/22/2025
	HealthCor Partners GP, LLC, by /s/ Jeffrey C. Lightcap, Senior Managing Director	08/22/2025
	HealthCor Partners Fund II, L.P., by HealthCor Partners II, L.P., general partner, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director	08/22/2025
	HealthCor Partners II, L.P., by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director	08/22/2025
	HCPCIV 1, LLC, by HealthCor Partners II, L.P., its managing member, by HealthCor Partners GP, LLC, its general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director	08/22/2025
	** 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 5 (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.

FAQ

What securities do HealthCor entities report owning in HTFL?

They report beneficial ownership of multiple series of convertible preferred stock (Series C, D, E, F, F-1) and a convertible promissory note that will convert into HTFL common stock.

How will the preferred shares convert into HTFL common stock?

Each preferred series has a disclosed conversion ratio into common stock (e.g., Series C converts 1 to 0.5764 after the 1-for-2.92 reverse split); they automatically convert upon the closing of Heartflow's IPO.

What are the terms of the convertible promissory note reported?

The note will convert upon consummation of the IPO into common stock at a conversion price equal to 80% of the IPO price per share, subject to a $2.0 billion valuation cap.

Which HealthCor entities are listed as reporting persons on the Form 3?

Reporting persons include HealthCor Partners Management, L.P.; HealthCor Partners Fund, L.P.; HealthCor Partners Fund II, L.P.; HealthCor Partners, L.P.; HealthCor Partners GP, LLC; HealthCor Partners II, L.P.; and HCPCIV 1, LLC.

Does HealthCor Partners Management, L.P. claim direct beneficial ownership of the reported shares?

No. HealthCor Partners Management, L.P. states it has voting and investment discretion and disclaims beneficial ownership of the shares except to the extent of any pecuniary interest.