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Heartflow (HTFL) director shifts 206,261 shares to direct stake

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Heartflow, Inc. director Jeffrey C. Lightcap reported an internal restructuring of his share ownership. On March 24, 2026, HCPCIV 1, LLC made a pro rata in-kind distribution of Heartflow common stock to its members, including 206,261 shares allocable to Mr. Lightcap based on his indirect interest. Following this distribution and the dissolution of HCPCIV, these shares are now held directly by Mr. Lightcap, with 246,261 shares shown as directly owned after the transaction. He is also a controlling member of HealthCor Partners Fund II, L.P. and HealthCor Partners Fund, L.P., which report 833,075 and 1,248,939 shares held indirectly, respectively, although he disclaims beneficial ownership beyond his pecuniary interest.

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Insider Lightcap Jeffrey C
Role Director
Type Security Shares Price Value
Other Common Stock 206,261 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 246,261 shares (Direct); Common Stock — 833,075 shares (Indirect, By HealthCor Partners Fund II, L.P.)
Footnotes (1)
  1. On March 24, 2026, HCPCIV 1, LLC ("HCPCIV") effected a pro rata in-kind distribution of Heartflow, Inc. common stock to its members in accordance with its operating agreement, including 206,261 shares allocable to Mr. Lightcap based on his indirect interest in HCPCIV immediately prior to the distribution. Following the distribution, HCPCIV is being dissolved. After giving effect to the distribution, Mr. Lightcap's beneficial ownership is held directly (and no longer indirectly through HCPCIV) to the extent of the shares received. Mr. Lightcap is a controlling member of each of HealthCor Partners Fund II, L.P. and HealthCor Partners Fund, L.P. and may be deemed to have voting and dispositive power with respect to the shares. Mr. Lightcap disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Lightcap Jeffrey C

(Last)(First)(Middle)
C/O HEARTFLOW, INC.
331 E. EVELYN AVENUE

(Street)
MOUNTAIN VIEW CALIFORNIA 94041

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Heartflow, Inc. [ HTFL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock03/24/2026J206,261(1)A$0246,261D
Common Stock833,075IBy HealthCor Partners Fund II, L.P.(2)
Common Stock1,248,939IBy HealthCor Partners Fund, L.P.(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On March 24, 2026, HCPCIV 1, LLC ("HCPCIV") effected a pro rata in-kind distribution of Heartflow, Inc. common stock to its members in accordance with its operating agreement, including 206,261 shares allocable to Mr. Lightcap based on his indirect interest in HCPCIV immediately prior to the distribution. Following the distribution, HCPCIV is being dissolved. After giving effect to the distribution, Mr. Lightcap's beneficial ownership is held directly (and no longer indirectly through HCPCIV) to the extent of the shares received.
2. Mr. Lightcap is a controlling member of each of HealthCor Partners Fund II, L.P. and HealthCor Partners Fund, L.P. and may be deemed to have voting and dispositive power with respect to the shares. Mr. Lightcap disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
/s/ Nga Van by power of attorney03/26/2026
** Signature of Reporting PersonDate
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 Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Heartflow (HTFL) director Jeffrey Lightcap report in this Form 4?

Director Jeffrey C. Lightcap reported an internal restructuring of his Heartflow share ownership. An affiliated LLC distributed Heartflow common stock in kind to its members, moving some of his holdings from indirect ownership through the LLC into shares held directly in his name.

How many Heartflow shares shifted to Jeffrey Lightcap’s direct ownership?

The filing shows 206,261 Heartflow common shares became allocable to Jeffrey Lightcap in a pro rata in-kind distribution. After this transaction, his directly held position increased to 246,261 shares, reflecting the portion of the distributed shares that is now held in his own name.

Does this Heartflow Form 4 show Jeffrey Lightcap buying or selling shares?

The Form 4 does not show open-market buying or selling by Jeffrey Lightcap. It reports an “other” transaction, where shares previously held indirectly through HCPCIV 1, LLC were distributed in kind and are now reflected as directly owned, without a stated purchase price.

What indirect Heartflow shareholdings are associated with Jeffrey Lightcap?

The filing lists indirect holdings of 833,075 shares through HealthCor Partners Fund II, L.P. and 1,248,939 shares through HealthCor Partners Fund, L.P. Mr. Lightcap is a controlling member and may be deemed to have voting and dispositive power, but he disclaims beneficial ownership beyond his pecuniary interest.

Did the restructuring change Jeffrey Lightcap’s overall economic exposure to Heartflow?

The disclosure describes a pro rata in-kind distribution from HCPCIV 1, LLC to its members and a shift to direct ownership of certain shares. It characterizes this as a change in how shares are held, not as a change in his pecuniary interest or a market trade.

What does transaction code J mean in this Heartflow Form 4?

Transaction code J is described as “other acquisition or disposition” rather than a standard purchase or sale. Here it reflects a restructuring event, where an affiliated LLC distributed Heartflow shares in kind to its members, moving part of Jeffrey Lightcap’s stake into direct ownership.
HEARTFLOW INC

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