07/29/2026 | Press release | Distributed by Public on 07/29/2026 19:06
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance-based Restricted Stock Units | (1) | 07/27/2026 | A | 944,250 | (2) | (3) | Class B Common Stock | 944,250 | $ 0 | 944,250 | D | ||||
| Performance-based Restricted Stock Units | (1) | 07/27/2026 | M | 944,250 | (2) | (3) | Class B Common Stock | 944,250 | $ 0 | 0 | D | ||||
| Class B Common Stock | (4) | 07/27/2026 | M | 944,250 | (4) | (4) | Class A Common Stock | 944,250 | $ 0 | 10,433,095(5) | D | ||||
| Class B Common Stock | (4) | 07/27/2026 | F(6) | 509,423 | (4) | (4) | Class A Common Stock | 509,423 | $74.31 | 9,923,672 | D | ||||
| Class B Common Stock | (4) | (4) | (4) | Class A Common Stock | 358,445 | 358,445 | I | By Spouse | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Perez Daniel Antonio C/O HINGE HEALTH, INC. 455 MARKET STREET, SUITE 700 SAN FRANCISCO, CA 94015 |
X | X | CEO & Co-Founder | |
| /s/ James Budge, Attorney-in-Fact | 07/29/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Each performance-based restricted stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. |
| (2) | The PSUs were earned and became vested upon the achievement of performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors on July 27, 2026. |
| (3) | PSUs do not expire; they either vest or are cancelled prior to vesting date. |
| (4) | Each share of Class B Common Stock is convertible into one share of the lssuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| (5) | Excludes 3,777,002 PSUs held by the Reporting Person. |
| (6) | Exempt transaction pursuant to Section 16b-3(e) - payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. All of the shares reported as disposed of in this Form 4 were relinquished by the Reporting Person and cancelled by the Issuer in exchange for the Issuer's agreement to pay federal and state tax withholding obligations of the Reporting Person resulting from the vesting of restricted stock units. |