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Casey Tansey (SI) granted 5,046 RSUs and updates indirect fund holdings

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

Rhea-AI Filing Summary

Tansey Casey M reported acquisition or exercise transactions in this Form 4 filing.

Shoulder Innovations, Inc. director and 10% owner Casey M. Tansey reported an equity award and updated holdings. He received a grant of 5,046 restricted stock units (RSUs) of common stock at $0.00 per share, increasing his directly held shares to 52,712 after the award.

The RSUs vest on the earlier of the company’s 2027 annual stockholder meeting or June 26, 2027, with each RSU delivering one common share. Tansey elected to defer settlement of these RSUs until his departure from the Board. Additional common stock is held indirectly through U.S. Venture Partners funds and related Presidio Management Group entities, where Tansey may share voting and dispositive power but beneficial ownership is disclaimed except for any pecuniary interest.

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Insider Tansey Casey M
Role null
Type Security Shares Price Value
Grant/Award Common Stock 5,046 $0.00 --
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 52,712 shares (Direct, null); Common Stock — 1,686,403 shares (Indirect, Held by U.S. Venture Partners XII, L.P.)
Footnotes (1)
  1. Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting of stockholders to be held in 2027 or June 26, 2027. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date. The Reporting Person voluntarily elected to defer receipt of the Common Stock issuable upon settlement of the RSUs until the Reporting Person's departure from the Board of Directors. Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of U.S. Venture Partners XII, L.P. ("USVP XII") and U.S. Venture Partners XII-A, L.P. ("USVP XII-A") and has sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Steven M. Krausz, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG XII, and share voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), and U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A") and has sole voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG Select and share voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Casey M. Tansey, a member of the Issuer's board of directors, is the managing partner of PMG Select and may be deemed to share voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Each of the managing members and managing partner of PMG XII and PMG Select disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.
RSU grant size 5,046 RSUs Award of restricted stock units reported for Casey M. Tansey
RSU grant price $0.00 per share Price per share for RSU award
Direct shares after award 52,712 shares Common stock directly held by Tansey following RSU grant
USVP XII indirect holding 1,686,403 shares Common stock held by U.S. Venture Partners XII, L.P.
USVP XII-A indirect holding 85,586 shares Common stock held by U.S. Venture Partners XII-A, L.P.
USVP Select Fund I indirect holding 921,130 shares Common stock held by U.S. Venture Partners Select Fund I, L.P.
Vesting date outside meeting June 26, 2027 Latest possible vesting date for RSUs if earlier meeting not held
restricted stock units ("RSUs") financial
"Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting..."
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
voting and dispositive power financial
"PMG XII ... has sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A."
disclaims beneficial ownership financial
"Each of the managing members and managing partner of PMG XII and PMG Select disclaims beneficial ownership of such holdings..."
pecuniary interest financial
"disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares."
contingent right financial
"Each RSU represents a contingent right to receive one share of the Issuer's Common Stock..."
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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*
Tansey Casey M

(Last)(First)(Middle)
C/O SHOULDER INNOVATIONS, INC.
1535 STEELE AVENUE SW, SUITE B

(Street)
GRAND RAPIDS MICHIGAN 49507

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
SHOULDER INNOVATIONS, INC. [ SI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/26/2026
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 Stock06/26/2026A5,046(1)A$052,712D
Common Stock1,686,403IHeld by U.S. Venture Partners XII, L.P.(2)(3)
Common Stock85,586IHeld by U.S. Venture Partners XII-A, L.P.(2)(3)
Common Stock921,130IHeld by U.S. Venture Partners Select Fund I, L.P.(2)(3)
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. Represents an award of restricted stock units ("RSUs"). The RSUs will vest on the earlier of the date of the annual meeting of stockholders to be held in 2027 or June 26, 2027. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock and has no expiration date. The Reporting Person voluntarily elected to defer receipt of the Common Stock issuable upon settlement of the RSUs until the Reporting Person's departure from the Board of Directors.
2. Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of U.S. Venture Partners XII, L.P. ("USVP XII") and U.S. Venture Partners XII-A, L.P. ("USVP XII-A") and has sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Steven M. Krausz, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG XII, and share voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Casey M. Tansey is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), and U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A") and has sole voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A.
3. Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG Select and share voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Casey M. Tansey, a member of the Issuer's board of directors, is the managing partner of PMG Select and may be deemed to share voting and dispositive power with respect to the shares held by USVP SFI on its own behalf and as nominee for USVP SFI-A. Each of the managing members and managing partner of PMG XII and PMG Select disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.
Remarks:
/s/ Jeffrey Points, as Attorney-in-Fact06/29/2026
** 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 Casey M. Tansey report in this Form 4 for SHOULDER INNOVATIONS (SI)?

Casey M. Tansey reported receiving an award of 5,046 restricted stock units (RSUs) of Shoulder Innovations common stock. The filing also updates his direct and indirect share holdings through various U.S. Venture Partners funds and related Presidio Management Group entities associated with him.

How many SHOULDER INNOVATIONS (SI) RSUs were granted to Casey M. Tansey?

He was granted 5,046 restricted stock units (RSUs) of Shoulder Innovations common stock at a price of $0.00 per share. Each RSU represents a right to receive one share upon vesting and settlement, increasing his directly held shares to 52,712 after the award.

When do Casey M. Tansey’s SHOULDER INNOVATIONS (SI) RSUs vest?

The RSUs vest on the earlier of the date of Shoulder Innovations’ 2027 annual meeting of stockholders or June 26, 2027. Vesting must occur before any common shares are delivered, and each vested RSU converts into one share of common stock upon settlement.

Did Casey M. Tansey defer settlement of his SHOULDER INNOVATIONS (SI) RSUs?

Yes. Tansey voluntarily elected to defer receipt of the common stock underlying the RSUs until his departure from Shoulder Innovations’ Board of Directors. This means the shares will not be delivered at vesting, but only after his board service ends, according to the deferral election.

How many SHOULDER INNOVATIONS (SI) shares does Casey M. Tansey hold directly after this Form 4?

After the reported RSU award, Tansey directly holds 52,712 shares of Shoulder Innovations common stock. This direct position is separate from larger indirect holdings attributed to U.S. Venture Partners funds and related management entities referenced in the filing’s ownership footnotes.

What indirect SHOULDER INNOVATIONS (SI) holdings are associated with Casey M. Tansey?

Indirect holdings include 1,686,403 shares held by U.S. Venture Partners XII, L.P., 85,586 shares by U.S. Venture Partners XII-A, L.P., and 921,130 shares by U.S. Venture Partners Select Fund I, L.P. Tansey may share voting and dispositive power but disclaims beneficial ownership except for pecuniary interest.