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BCLS Fund III trims Heartflow (HTFL) stake with 2M-share stock sale

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

BCLS Fund III Investments, LP, a Bain Capital Life Sciences affiliated fund and 10% owner of Heartflow, Inc., reported a sale of 2,000,000 shares of Heartflow common stock on February 4, 2026 at $28.05 per share. After this transaction, BCLS Fund III Investments indirectly held 10,448,158 shares of Heartflow common stock. Related Bain Capital Life Sciences entities may be deemed to share voting and dispositive power over these securities and each disclaims beneficial ownership except to the extent of its pecuniary interest.

Positive

  • None.

Negative

  • None.

Insights

Large indirect holder sold 2M Heartflow shares but remains a major owner.

The filing shows BCLS Fund III Investments, LP sold 2,000,000 Heartflow common shares at $28.05 on February 4, 2026. The transaction is coded "S", indicating an open-market or similar sale of non-derivative securities.

Following the sale, BCLS Fund III Investments still indirectly holds 10,448,158 shares, so it remains a significant shareholder. The footnotes explain that several Bain Capital Life Sciences entities may be deemed to share voting and dispositive power over these holdings and each disclaims beneficial ownership beyond its pecuniary interest.

This looks like portfolio management by a large financial sponsor rather than a change in control. Actual implications depend on future ownership disclosures and any additional transactions reported in later Forms 4 or other filings.

Insider Bain Capital Life Sciences Investors, LLC, Bain Capital Life Sciences III General Partner, LLC, Bain Capital Life Sciences Fund III, L.P., BCLS Fund III Investments GP, LLC, BCLS Fund III Investments, LP
Role 10% Owner | 10% Owner | 10% Owner | 10% Owner | 10% Owner
Sold 2,000,000 shs ($56.10M)
Type Security Shares Price Value
Sale Common Stock 2,000,000 $28.05 $56.10M
Holdings After Transaction: Common Stock — 10,448,158 shares (Indirect, See footnotes)
Footnotes (1)
  1. Represents securities held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments"). Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III Investments GP"), which is the general partner of BCLS Fund III Investments. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED 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*
Bain Capital Life Sciences Investors, LLC
(Last) (First) (Middle)
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Heartflow, Inc. [ HTFL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
02/04/2026
4. 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 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)
Code V Amount (A) or (D) Price
Common Stock 02/04/2026 S 2,000,000 D $28.05 10,448,158 I See footnotes(1)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Bain Capital Life Sciences Investors, LLC
(Last) (First) (Middle)
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(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*
Bain Capital Life Sciences III General Partner, LLC
(Last) (First) (Middle)
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(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*
Bain Capital Life Sciences Fund III, L.P.
(Last) (First) (Middle)
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(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*
BCLS Fund III Investments GP, LLC
(Last) (First) (Middle)
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(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*
BCLS Fund III Investments, LP
(Last) (First) (Middle)
200 CLARENDON STREET
(Street)
BOSTON MA 02116
(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. Represents securities held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments").
2. Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III Investments GP"), which is the general partner of BCLS Fund III Investments. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.
See signatures included in Exhibit 99.1 02/06/2026
** 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 Number.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did BCLS Fund III report in Heartflow (HTFL) stock?

BCLS Fund III Investments, LP reported selling 2,000,000 Heartflow shares. The sale occurred on February 4, 2026, at a price of $28.05 per share and involved non-derivative common stock, as disclosed in a Form 4 filing for Heartflow, Inc. (HTFL).

At what price were the 2,000,000 Heartflow (HTFL) shares sold in this Form 4?

The 2,000,000 Heartflow shares were sold at $28.05 each. The Form 4 lists a single transaction in common stock on February 4, 2026, coded as an "S" sale, with a transaction price per share of $28.05 for all reported shares.

How many Heartflow (HTFL) shares does BCLS Fund III hold after the reported sale?

After the sale, BCLS Fund III Investments indirectly holds 10,448,158 Heartflow shares. The Form 4 states this post-transaction amount of common stock, reflecting continued significant ownership in Heartflow, Inc. following the 2,000,000-share sale at $28.05.

Who actually holds the Heartflow (HTFL) shares referenced in the Bain Capital Life Sciences Form 4?

The shares are held directly by BCLS Fund III Investments, LP. Footnotes explain that several Bain Capital Life Sciences entities may be deemed to share voting and dispositive power over these securities, while each entity disclaims beneficial ownership except to the extent of its pecuniary interest.

What is the nature of ownership reported for the Heartflow (HTFL) shares in this Form 4?

The ownership of the Heartflow shares is reported as indirect. The Form 4 lists the holding as "I" for indirect ownership with a notation to see footnotes, which clarify that BCLS Fund III Investments, LP directly holds the securities for Bain Capital Life Sciences–related entities.