Shoulder Innovations, Inc. received a Schedule 13G reporting significant ownership by Lightstone-affiliated entities. LSV Associates II, LLC, together with Lightstone Ventures II, L.P. and Lightstone Ventures II (A), L.P., reported beneficial ownership of 1,885,136 shares of common stock, representing 9.3% of the class as of September 30, 2025. The filing notes the Reporting Persons expressly disclaim status as a group.
Within the total, Lightstone Ventures II, L.P. holds 1,781,479 shares (8.7%) and Lightstone Ventures II (A), L.P. holds 103,657 shares (0.5%). Percentages are based on 20,359,960 shares outstanding as of September 3, 2025. LSV Associates II serves as general partner and has voting and investment authority; Michael A. Carusi, Jean George, and Henry A. Plain Jr. share voting and investment authority over the same 1,885,136 shares.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Shoulder Innovations, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
82537J108
(CUSIP Number)
09/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
82537J108
1
Names of Reporting Persons
LSV Associates II, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,885,136.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,885,136.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,885,136.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
82537J108
1
Names of Reporting Persons
Lightstone Ventures II, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
1,781,479.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
1,781,479.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,781,479.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
82537J108
1
Names of Reporting Persons
Lightstone Ventures II (A), L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
103,657.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
103,657.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
103,657.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.5 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
82537J108
1
Names of Reporting Persons
Michael A Carusi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,885,136.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,885,136.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,885,136.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
82537J108
1
Names of Reporting Persons
Jean George
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,885,136.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,885,136.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,885,136.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
82537J108
1
Names of Reporting Persons
Henry A. Plain Jr.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,885,136.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,885,136.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,885,136.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Shoulder Innovations, Inc.
(b)
Address of issuer's principal executive offices:
1535 Steele Avenue SW, Suite B, Grand Rapids, MI, 49507.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
LSV Associates II, LLC ("LSV Associates II")
Lightstone Ventures II, L.P. ("LV II LP")
Lightstone Ventures II (A), L.P. ("LV II(A) LP")
Michael A. Carusi ("Carusi")
Jean George ("George")
Henry A. Plain Jr. ("Plain")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
Lightstone Ventures
3270 Alpine Rd.
Portola Valley, CA 94028
(c)
Citizenship:
LSV Associates II Delaware
LV II LP Delaware
LV II(A) LP Delaware
Carusi United States
George United States
Plain United States
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
82537J108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
The Reporting Persons ownership of the Issuer's securities includes (i) 1,781,479 shares of common stock directly held by LV II LP; and (ii) 103,657 shares of common stock directly held by LV II(A) LP.
LSV Associates II serves as the general partner of LV II LP and LV II(A) LP and has voting and investment authority over the shares held by each of LV II LP and LV II(A) LP. Carusi, George, and Plain, are the managing directors of LSV Associates II and share voting and investment authority over the shares held by each of LV II LP and LV II(A) LP.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon 20,359,960 shares of common stock outstanding as of September 3, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on September 9, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of September 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
LSV Associates II, LLC
Signature:
/s/ Travis Boettner
Name/Title:
Travis Boettner, Attorney-in-Fact (See Note 1)
Date:
11/14/2025
Lightstone Ventures II, L.P.
Signature:
/s/ Travis Boettner
Name/Title:
By LSV Associates II, LLC, its General Partner, By Travis Boettner, Attorney-in-Fact (See Note 1)
Date:
11/14/2025
Lightstone Ventures II (A), L.P.
Signature:
/s/ Travis Boettner
Name/Title:
By LSV Associates II, LLC, its General Partner, By Travis Boettner, Attorney-in-Fact (See Note 1)
Date:
11/14/2025
Michael A Carusi
Signature:
/s/ Travis Boettner
Name/Title:
By Travis Boettner, Attorney-in-Fact for Michael A. Carusi (See Note 1)
Date:
11/14/2025
Jean George
Signature:
/s/ Travis Boettner
Name/Title:
By Travis Boettner, Attorney-in-Fact for Jean George (See Note 1)
Date:
11/14/2025
Henry A. Plain Jr.
Signature:
/s/ Travis Boettner
Name/Title:
By Travis Boettner, Attorney-in-Fact for Henry A. Plain Jr. (See Note 1)
Date:
11/14/2025
Comments accompanying signature: Note 1: Signed pursuant to a Power of Attorney filed as Exhibit 24 to Form 3/A for ALX Oncology Holdings Inc. filed by the Reporting Persons on July 22, 2020.
What did Shoulder Innovations (SI) disclose in this filing?
A Schedule 13G reporting that Lightstone-affiliated entities beneficially own 1,885,136 shares of common stock, or 9.3%, as of September 30, 2025.
Who are the reporting persons in the 13G for SI?
The reporting persons are LSV Associates II, LLC, Lightstone Ventures II, L.P., Lightstone Ventures II (A), L.P., Michael A. Carusi, Jean George, and Henry A. Plain Jr.
How are the reported SI shares allocated among the Lightstone funds?
Lightstone Ventures II, L.P. holds 1,781,479 shares (8.7%); Lightstone Ventures II (A), L.P. holds 103,657 shares (0.5%).
What share count was used to calculate the ownership percentages for SI?
Percentages are based on 20,359,960 shares outstanding as of September 3, 2025, as reported in a Form 10-Q.
Do the reporting persons claim to be a group?
No. The Reporting Persons expressly disclaim status as a group.
Who has voting and investment authority over the reported SI shares?
LSV Associates II has authority as general partner; Carusi, George, and Plain share voting and investment authority over 1,885,136 shares.
What class of SI securities is covered by the 13G?
Common Stock, par value $0.001 per share (CUSIP 82537J108).
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