Bain Capital's HTFL conversion: 12.01M from Series F plus 433,924 note shares
Rhea-AI Filing Summary
Bain Capital Life Sciences Investors, LLC and affiliated entities reported conversions of pre-IPO securities into Heartflow, Inc. common stock on 08/11/2025. The Issuer's Series F Preferred Stock converted on a 0.342466:1 basis into 12,014,234 common shares. A Subordinated Convertible Promissory Note with principal $6,595,648.51 converted into 433,924 common shares at a stated conversion price of $15.2. Following these transactions, the reporting group beneficially owned 12,448,158 common shares. The filings identify the reporting persons as directors and 10% owners and disclose an indirect ownership chain through several Bain Capital entities, with customary disclaimers about beneficial ownership.
Positive
- Automatic conversion of Series F preferred into 12,014,234 common shares completed on 08/11/2025
- Subordinated note converted into 433,924 common shares at a stated price of $15.2
- Total beneficial ownership reported as 12,448,158 common shares, demonstrating a significant insider stake
Negative
- Indirect ownership through multiple Bain Capital entities may make exact voting and dispositive control less transparent
- Disclaimers in the filing state each entity disclaims beneficial ownership except to the extent of pecuniary interest
Insights
TL;DR: Insider conversions on 08/11/2025 resulted in 12.45M common shares held indirectly by Bain Capital entities.
The Form 4 documents routine post-IPO corporate conversions: 35,081,564 Series F preferred shares converted into 12,014,234 common shares and a subordinated convertible note converted into 433,924 common shares at a stated conversion price of $15.2. The reporting group holds 12,448,158 common shares following conversion. These are recorded as indirect holdings through a multi-entity Bain Capital structure, with each entity disclaiming direct beneficial ownership except to the extent of pecuniary interest. The disclosure is procedural and clarifies ownership but does not by itself indicate a change in voting control beyond the reported indirect holdings.
TL;DR: The filing documents conversion mechanics and an indirect ownership chain; disclosures and disclaimers are standard.
The footnotes explain that Series F preferred shares automatically converted immediately prior to the IPO and that the outstanding subordinated note converted at 80% of the IPO price (reflected here as $15.2). The filing lists Bain Capital Life Sciences Investors, LLC and affiliated entities as reporting persons, each potentially sharing voting and dispositive power over the disclosed shares, while also disclaiming beneficial ownership beyond pecuniary interest. From a governance perspective, the form provides required transparency about insider positions and related-party ownership structure.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Conversion | Series F Preferred Stock | 35,081,564 | $0.00 | -- |
| Conversion | Subordinated Convertible Promissory Note | 0 | $0.00 | -- |
| Conversion | Common Stock | 12,014,234 | $0.00 | -- |
| Conversion | Common Stock | 433,924 | $15.20 | $6.60M |
Footnotes (1)
- Each share of the Issuer's Series F Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 0.342466:1 basis immediately prior to the closing of the Issuer's initial public offering. These securities had no expiration date. The outstanding principal amount of the Subordinated Convertible Promissory note automatically converted into shares of the Issuer's Common Stock upon consummation of the Issuer's initial public offering at a conversion price of 80% of the price per share in the Issuer's initial public offering. 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.
