3: Initial statement of beneficial ownership of securities
Published on July 30, 2025
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIESFiled 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 07/30/2025 |
3. Issuer Name and Ticker or Trading Symbol
SHOULDER INNOVATIONS, INC. [ SI ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
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| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Series Seed Convertible Preferred Stock | (1) | (1) | Common Stock | 5,241 | (1) | I | By David Lawrence Blue Living Trust |
| Series A Convertible Preferred Stock | (1) | (1) | Common Stock | 18,151 | (1) | I | By David Lawrence Blue Living Trust |
| Series B Convertible Preferred Stock | (1) | (1) | Common Stock | 16,190 | (1) | I | By David Lawrence Blue Living Trust |
| Series C Convertible Preferred Stock | (1) | (1) | Common Stock | 2,437 | (1) | I | By David Lawrence Blue Living Trust |
| Series E Convertible Preferred Stock | (1) | (1) | Common Stock | 1,918 | (1) | I | By David Lawrence Blue Living Trust |
| Stock Option | (2) | 12/16/2030 | Common Stock | 78,616 | 2.0988 | D | |
| Stock Option | (3) | 05/09/2033 | Common Stock | 28,049 | 2.4804 | D | |
| Stock Option | (4) | 04/23/2035 | Common Stock | 51,795 | 2.862 | D | |
| Stock Option | (2) | 07/13/2027 | Common Stock | 10,620 | 0.9349 | I | By David Lawrence Blue Living Trust |
| Stock Option | (2) | 10/23/2027 | Common Stock | 2,619 | 0.9349 | I | By David Lawrence Blue Living Trust |
| Stock Option | (2) | 01/11/2028 | Common Stock | 37,616 | 0.9349 | I | By David Lawrence Blue Living Trust |
| Stock Option | (1) | 02/11/2030 | Common Stock | 1,648 | 1.0303 | I | By David Lawrence Blue Living Trust |
| Explanation of Responses: |
| 1. Immediately prior to the closing of the Issuer's initial public offering, the shares of preferred stock of the Issuer will automatically convert into shares of Common Stock on a one-for-0.052410901 basis. The shares of preferred stock have no expiration date. |
| 2. The stock option is fully vested and currently exercisable. |
| 3. The stock option vested as to one-fourth of the underlying shares on April 19, 2024, and the remaining shares vest in 36 equal increments on the last day of each calendar month thereafter. |
| 4. The stock option vests as to one-fourth of the underlying shares on April 1, 2026, and the remaining shares vest in 12 equal increments on the last day of each fiscal quarter beginning on June 30, 2026. |
| Remarks: |
| Officer Title: Chief Customer Experience Officer Exhibit 24.1 - Power of Attorney |
| /s/ Jeffrey S. Points, as Attorney-in-Fact | 07/30/2025 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.