SCHEDULE 13G: Statement of Beneficial Ownership by Certain Investors
Published on November 14, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 82537J108 |
| 1 | Names of Reporting Persons
U.S. Venture Partners XII, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,686,403.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
The reported securities are owned directly by U.S. Venture Partners XII, L.P. ("USVP XII"). Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of each of the USVP XII Funds (as defined below) and may be deemed to have sole voting and dispositive power over the reported securities held by the USVP XII Funds. Dr. Jonathan Root, a member of the Issuer's board of directors, Steven Krausz, Richard Lewis and Dafina Toncheva are the managing members of PMG XII, who may be deemed to share voting and dispositive power over the shares held by the USVP XII Funds. In addition, 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 the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein.
The amount beneficially owned by each Reporting Person is determined based on 20,601,684 shares of Common Stock outstanding as of November 5, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission (the "Commission") on November 12, 2025 (the "Form 10-Q").
SCHEDULE 13G
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| CUSIP No. | 82537J108 |
| 1 | Names of Reporting Persons
Presidio Management Group XII, L.L.C. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,693,121.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
13.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Consists of (i) 1,686,403 shares of Common Stock held directly by USVP XII, (ii) 85,587 shares of Common Stock held directly by U.S. Venture Partners XII-A, L.P. ("USVP XII-A", and together with USVP XII, the "USVP XII Funds"), and (iii) 921,131 shares of Common Stock held directly by U.S. Venture Partners Select Fund I, L.P. ("USVP SFI"), on its own behalf and as nominee for U.S. Venture Partners Select Fund I-A, L.P. ("USVP SFI-A"). PMG XII is the general partner of each of USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C ("PMG SFI", and together with USVP XII and USVP XII-A, USVP SFI, USVP SFI-A, and PMG XII, the "U.S. Venture Partners") is the general partner of USVP SFI and USVP SFI-A. Dr. Jonathan Root, Steven Krausz, Richard Lewis and Dafina Toncheva are the managing members of PMG XII, who may be deemed to share voting and dispositive power over the shares held by the USVP XII Funds. In addition, Casey M. Tansey, a member of the Issuer's board of directors, is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein.
The amount beneficially owned by each Reporting Person is determined based on 20,601,684 shares of Common Stock outstanding as of November 5, 2025 as reported by the Issuer in its Form 10-Q.
SCHEDULE 13G
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| CUSIP No. | 82537J108 |
| 1 | Names of Reporting Persons
Casey M. Tansey | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,740,787.00 | ||||||||
| 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)
13.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Consists of (i) 1,686,403 shares of Common Stock held directly by USVP XII, (ii) 85,587 shares of Common Stock held directly by USVP XII-A and (iii) 921,131 shares of Common Stock held directly by U.S. Venture Partners USVP SFI, on its own behalf and as nominee for USVP SFI-A. PMG XII is the general partner of each of USVP XII and USVP XII-A. PMG SFI is the general partner of USVP SFI and USVP SFI-A. Dr. Jonathan Root, Steven Krausz, Richard Lewis and Dafina Toncheva are the managing members of PMG XII, who may be deemed to share voting and dispositive power over the shares held by the USVP XII Funds. In addition, Casey M. Tansey, a member of the Issuer's board of directors, is the managing partner of PMG XII and may be deemed to share voting and dispositive power over the reported securities held by the USVP XII Funds. Each such persons and entities disclaim beneficial ownership of the reported securities held by the USVP XII Funds, except to the extent of any pecuniary interest therein.
The amount beneficially owned by each Reporting Person is determined based on 20,601,684 shares of Common Stock outstanding as of November 5, 2025 as reported by the Issuer in its Form 10-Q.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Shoulder Innovations, Inc. | |
| (b) | Address of issuer's principal executive offices:
1535 Steele Avenue, Suite B, Grand Rapids, MI 49507 | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is being filed on behalf of (i) U.S. Venture Partners XII, L.P., a Delaware limited partnership, (ii) Presidio Management Group XII, L.L.C., a Delaware limited liability company and (iii) Casey M. Tansey, a citizen of the United States (the foregoing entities and individuals are collectively referred to as the "Reporting Persons"). The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G. The agreement among the Reporting Persons to file jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act is attached to this Statement as Exhibit 1. Other than those securities reported herein as being held directly by such Reporting Person, each Reporting Person disclaims beneficial ownership of all securities reported in this Statement except to the extent of such Reporting Person's pecuniary interest therein. | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of the Reporting Persons is 1460 El Camino Real, Suite 100, Menlo Park, California 94025. | |
| (c) | Citizenship:
See Item 2(a) | |
| (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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of the cover page for each Reporting Person and the corresponding comments. | |
| (b) | Percent of class:
See Row 11 of the cover page for each Reporting Person and the corresponding comments. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of the cover page for each Reporting Person and the corresponding comments. | ||
| (ii) Shared power to vote or to direct the vote:
See Row 6 of the cover page for each Reporting Person and the corresponding comments. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of the cover page for each Reporting Person and the corresponding comments. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of the cover page for each Reporting Person and the corresponding comments. | ||
| 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
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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