[SCHEDULE 13G] Shoulder Innovations, Inc. SEC Filing
FMR LLC and Abigail P. Johnson report beneficial ownership of 3,848,791 shares of Shoulder Innovations Inc. common stock, representing 19.0% of the class. The filing shows FMR LLC has 3,830,491 shares with sole voting power and 3,848,791 shares with sole dispositive power; Abigail P. Johnson is reported with sole dispositive power for the same aggregate amount and no voting power. The filing states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control. An exhibit is referenced for a 13d-1(k) agreement and powers of attorney are referenced by prior filings.
- Material stake disclosed: Reporting persons hold 3,848,791 shares representing 19.0% of common stock, a clearly disclosed, material ownership position
- Clear voting/dispositive breakdown: FMR LLC reports 3,830,491 shares with sole voting power and 3,848,791 shares with sole dispositive power, providing transparency on control over shares
- Ordinary-course certification: The filing includes a certification that the shares are held in the ordinary course of business and not to influence control
- None.
Insights
TL;DR A substantial 19.0% stake is disclosed by a major asset manager and its principal, a material shareholding for investors to note.
The reported 3,848,791 shares equal 19.0% ownership, which is above the 5% reporting threshold and material relative to the company's outstanding common stock. FMR LLC's sole voting and dispositive power figures show concentration of control over share disposition. The certification that the shares are held in the ordinary course of business limits stated intent to influence control. The reference to an Exhibit 99 for a 13d-1(k) agreement and cross-referenced powers of attorney indicates formal arrangements exist but details are not included in the filing text provided.
TL;DR Reporting shows a single investment firm and its principal control significant dispositive rights without declared intent to change control.
The disclosure that FMR LLC has sole voting power for 3,830,491 shares and sole dispositive power for 3,848,791 shares, together with Abigail P. Johnson's sole dispositive power for the aggregate amount, is material for governance considerations. The filing explicitly states the holdings are not intended to influence control, which frames the stake as investment rather than an activist position. Absent the exhibit content, governance implications tied to any agreement under Rule 13d-1(k) cannot be assessed from the provided text.