[Form 4] Heartflow, Inc. Insider Trading Activity

Rhea-AI Filing Summary

HealthCor-related entities reported acquisitions of Heartflow, Inc. (HTFL) securities on 08/11/2025 recorded in a joint Form 4 filing. The filing shows HealthCor Partners Fund, L.P. acquired 1,248,939 common shares (as-converted from Series C preferred), HealthCor Partners Fund II, L.P. acquired 833,075 common shares (as-converted), and HCPCIV 1, LLC acquired 4,615,542 common shares (as-converted). Multiple preferred series and a convertible promissory note were reported as automatically converted into specified common share amounts immediately prior to Heartflow's IPO closing. Reporting signatures are dated 08/22/2025.

Insights

Financial Analyst

TL;DR: Large stock conversions by HealthCor entities materially increase their indirect common-stock holdings post-IPO.

The Form 4 documents automatic conversions of multiple preferred series and a convertible note into common shares on 08/11/2025, showing substantial additions: 1,248,939; 833,075; and 4,615,542 common shares tied to three HealthCor-related entities. These amounts reflect as-converted reporting immediately prior to Heartflow's IPO closing and indicate concentrated insider-aligned ownership through investment funds and affiliated entities. The filing discloses indirect ownership via private partnerships and management entities with disclaimers of beneficial ownership except for pecuniary interests.

Corporate Governance Expert

TL;DR: Disclosure is consistent with Section 16 reporting; forms show indirect holdings and standard disclaimers.

The submission lists multiple reporting persons and confirms joint filing status. Each entity includes the required disclaimers that general partners and managers disclaim beneficial ownership except to the extent of pecuniary interest. Signatures from HealthCor Partners GP, LLC and Jeffrey C. Lightcap are dated 08/22/2025, satisfying signature requirements. The filing clearly reports conversions and resulting share counts rather than open-market trades.

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

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X

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^*

HealthCor Partners Management LP

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F

(Street)

DANIEL ISLAND SC 29492

(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)
08/11/2025

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	08/11/2025		C		1,248,939	A	(1)	1,248,939	I	By HealthCor Partners Fund, L.P.(2)(9)
Common Stock	08/11/2025		C		833,075	A	(1)(3)	833,075	I	By HealthCor Partners Fund II, L.P.(4)(9)
Common Stock	08/11/2025		C		4,615,542	A	(3)(5)(6)(7)	4,615,542	I	By HCPCIV 1, LLC(8)(9)

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
Series C Preferred	(1)	08/11/2025		C			1,248,939(1)	(1)	(1)	Common Stock	1,248,939	(1)	0	I	By HealthCor Partners Fund, L.P.(2)(9)
Series C Preferred Stock	(1)	08/11/2025		C			624,471(1)	(1)	(1)	Common Stock	624,471	(1)	0	I	By HealthCor Partners Fund II, L.P.(4)(9)
Series D Preferred	(3)	08/11/2025		C			1,630,231(3)	(3)	(3)	Common Stock	1,630,231	(3)	0	I	By HCPCIV 1, LLC(8)(9)
Series D Preferred	(3)	08/11/2025		C			208,604(3)	(3)	(3)	Common Stock	208,604	(3)	0	I	By HealthCor Partners Fund II, L.P.(4)(9)
Series E Preferred Stock	(5)	08/11/2025		C			1,099,378(5)	(5)	(5)	Common Stock	1,099,378	(5)	0	I	By HCPCIV 1, LLC(8)(9)
Series F Preferred Stock	(6)	08/11/2025		C			1,337,337(6)	(6)	(6)	Common Stock	1,337,337	(6)	0	I	By HCPCIV 1, LLC(8)(9)
Series F-1 Preferred Stock	(6)	08/11/2025		C			452,528(6)	(6)	(6)	Common Stock	452,528	(6)	0	I	By HCPCIV 1, LLC(8)(9)
Convertible Promissory Note	$15.2	08/11/2025		C			96,068(7)	(7)	(7)	Common Stock	96,068	(7)	0	I	By HCPCIV 1, LLC(8)(9)

1. Name and Address of Reporting Person^*

HealthCor Partners Management LP

(Last) (First) (Middle)

186 SEVEN FARMS DRIVE, SUITE F

(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

(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

(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)

1186 SEVEN FARMS DRIVE, SUITE F

(Street)

DANIEL ISLAND SC 24492

(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

(Street)

DANIEL ISLAND SC 24492

(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

(Street)

DANIEL ISLAND SC 24492

(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)

1325 AVENUE OF AMERICAS, 28TH FLOOR

(Street)

NEW YORK NY 10019

(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 automatically converted into approximately 0.5764 shares of Heartflow, Inc.'s ("Heartflow") common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported on Table II herein on an as-converted basis.

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. Each share of Series D preferred stock automatically converted into approximately 0.6467 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported on Table II herein on an as-converted basis.

4. 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

5. Each share of Series E preferred stock automatically converted into approximately 0.6951 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported on Table II herein on an as-converted basis.

6. Each share of Series F preferred stock and Series F-1 preferred stock automatically converted into approximately 0.3425 shares of Heartflow's common stock immediately prior to the closing of Heartflow's initial public offering. These shares are reported on Table II herein on an as-converted basis.

7. Upon the closing of Heartflow's initial public offering, the convertible promissory notes automatically converted into shares of Heartflow's 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. The shares of common stock that were issuable upon conversion of the convertible promissory note had no expiration date. These shares are reported in Table II herein on an as-converted basis.

8. 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 HCPCOV except to the extent of any pecuniary interest therein.

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 pecuiary 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, general partner, by /s/ Jeffrey C. Lightcap, Senior Managing Director	08/22/2025
	HCPCIV 1, LLC, by HealthCor Partners II, L.P., 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 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).
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FAQ

What transactions did HealthCor entities report on HTFL Form 4?

The filing reports automatic conversions of preferred stock and a convertible promissory note into common stock on 08/11/2025, resulting in specific as-converted share amounts for each HealthCor entity.

How many Heartflow (HTFL) common shares did HCPCIV 1, LLC acquire or beneficially own?

HCPCIV 1, LLC is reported as beneficially owning 4,615,542 common shares on an as-converted basis following the 08/11/2025 conversions.

Were the reported securities direct or indirect holdings?

All reported holdings are disclosed as indirect (I) beneficial ownership by the filing entities, with accompanying disclaimers regarding general partners and managers.

When were the Form 4 signatures executed?

The filing is signed by HealthCor-related entities and Jeffrey C. Lightcap with signature dates of 08/22/2025.

Did the Form 4 report any open-market purchases or sales?

No open-market purchases or sales are reported; transactions are coded as conversions (Code C) reflecting automatic conversion into common shares prior to the IPO closing.