Hinge Health Inc.

12/03/2025 | Press release | Distributed by Public on 12/03/2025 20:20

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Insight Holdings Group, LLC
2. Issuer Name and Ticker or Trading Symbol
Hinge Health, Inc. [HNGE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O INSIGHT PARTNERS, 1114 AVENUE OF THE AMERICAS, 36TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
12/01/2025
(Street)
NEW YORK, NY 10036
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
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)
Code V Amount (A) or (D) Price
Class A Common Stock 12/01/2025 C 826,216 A (8) 826,216 I See footnotes(1)(6)(7)
Class A Common Stock 12/01/2025 C 19,659 A (8) 19,659 I See footnotes(2)(6)(7)
Class A Common Stock 12/01/2025 C 677,508 A (8) 677,508 I See footnotes(3)(6)(7)
Class A Common Stock 12/01/2025 C 131,057 A (8) 131,057 I See footnotes(4)(6)(7)
Class A Common Stock 12/01/2025 S 826,216 D $47.76 0 I See footnotes(1)(6)(7)
Class A Common Stock 12/01/2025 S 19,659 D $47.76 0 I See footnotes(2)(6)(7)
Class A Common Stock 12/01/2025 S 677,508 D $47.76 0 I See footnotes(3)(6)(7)
Class A Common Stock 12/01/2025 S 131,057 D $47.76 0 I See footnotes(4)(6)(7)
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (8) 12/01/2025 C 826,216 (8) (8) Class A Common Stock 826,216 (5) 4,681,897 I See footnotes(1)(6)(7)
Class B Common Stock (8) 12/01/2025 C 19,659 (8) (8) Class A Common Stock 19,659 (5) 111,398 I See footnotes(2)(6)(7)
Class B Common Stock (8) 12/01/2025 C 677,508 (8) (8) Class A Common Stock 677,508 (5) 3,839,211 I See footnotes(3)(6)(7)
Class B Common Stock (8) 12/01/2025 C 131,057 (8) (8) Class A Common Stock 131,057 (5) 742,658 I See footnotes(4)(6)(7)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Insight Holdings Group, LLC
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY 10036
X
Insight Venture Associates X, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY 10036
X
Insight Venture Associates X, Ltd.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY 10036
X
Insight Venture Partners (Cayman) X, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY 10036
X
Insight Venture Partners (Delaware) X, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY 10036
X
Insight Venture Partners X (Co-Investors), L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY 10036
X
Insight Venture Partners X, L.P.
C/O INSIGHT PARTNERS
1114 AVENUE OF THE AMERICAS, 36TH FLOOR
NEW YORK, NY 10036
X

Signatures

Insight Venture Partners X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 12/03/2025
**Signature of Reporting Person Date
Insight Venture Partners (Cayman) X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 12/03/2025
**Signature of Reporting Person Date
Insight Venture Partners (Delaware) X, L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 12/03/2025
**Signature of Reporting Person Date
Insight Venture Partners X (Co-Investors), L.P., By: Insight Venture Associates X, L.P., its general partner, By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 12/03/2025
**Signature of Reporting Person Date
Insight Holdings Group, LLC, By: /s/ Andrew Prodromos/Attorney-in-Fact 12/03/2025
**Signature of Reporting Person Date
Insight Venture Associates X Ltd., By: /s/ Andrew Prodromos/Authorized Officer 12/03/2025
**Signature of Reporting Person Date
Insight Venture Associates X, L.P., By: Insight Venture Associates X, Ltd., its general partner, By: /s/ Andrew Prodromos/Authorized Officer 12/03/2025
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Held directly by Insight Venture Partners X, L.P.
(2) Held directly by Insight Venture Partners X (Co-Investors), L.P.
(3) Held directly by Insight Venture Partners (Cayman) X, L.P.
(4) Held directly by Insight Venture Partners (Delaware) X, L.P.
(5) Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. The Class B Common Stock will automatically convert into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation.
(6) Insight Holdings Group, LLC ("Holdings") is the sole shareholder of Insight Venture Associates X, Ltd. ("IVA X Ltd"), which is the general partner of Insight Venture Associates X, L.P. ("IVA X"), which is the general partner of each of Insight Venture Partners X, L.P. ("IVP X"), Insight Venture Partners (Cayman) X, L.P. ("IVP Cayman X"), Insight Venture Partners (Delaware) X, L.P. ("IVP Delaware X") and Insight Venture Partners X (Co-Investors), L.P. ("IVP X Co-Investors," collectively with IVP X, IVP Cayman X and IVP Delaware X, the "IVP X Funds") (the IVP X Funds, collectively with Holdings, IVA X Ltd and IVA X, the "Insight Entities"). As a result, the amounts owned by each of the IVP X Funds may be deemed attributable to each of the other Insight Entities.
(7) Each of Jeffrey L. Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may be deemed to have shared voting and dispositive power over the shares held of record by the IVP X Funds. The foregoing is not an admission by any other Insight Entity that it is the beneficial owner of the shares held of record by the IVP X Funds. Each of the other Insight Entities, Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held of record by the IVP X Funds, except to the extent of its/his pecuniary interest therein.
(8) On December 1, 2025, the reporting persons converted each share of Class B Common Stock into one share of Class A Common Stock. The Class B Common Stock was convertible into shares of Class A Common Stock upon the occurrence of certain events as described further in the Issuer's amended and restated certificate of incorporation.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Hinge Health Inc. published this content on December 03, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 04, 2025 at 02:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]