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 C Convertible Preferred Stock | (1) | (1) | Common Stock | 1,096,971 | (1) | I | See Footnotes(2)(3) |
| Series D Convertible Preferred Stock | (1) | (1) | Common Stock | 521,499 | (1) | I | See Footnotes(2)(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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. Consists of (i) 1,036,638 shares of Common Stock underlying Series C Preferred Stock, and 492,833 shares of Common Stock underlying Series D Preferred Stock held by Lightstone Ventures II, L.P. ("LSV II"); and (ii) 60,333 shares of Common Stock underlying Series C Preferred Stock and 28,666 shares of Common Stock underlying Series D Preferred Stock held by Lightstone Ventures II (A), L.P. ("LSV II (A)"). LSV Associates II, LLC is the general partner of LSV II and LSV II (A) and has sole voting and dispositive power with respect to the shares held by LSV II and LSV II (A). Jean George, Michael A. Carusi and Henry A. Plain, Jr. are the managing directors of LSV Associates II, LLC, and share voting and dispositive power with respect to the shares held of record by LSV II and LSV II (A). |
| 3. Mr. Carusi is a director of the Issuer and files separate Section 16 reports. Each of the reporting persons disclaims beneficial ownership of such shares except to the extent of his, her or its respective pecuniary interest therein. |
| Lightstone Ventures II, L.P., By: LSV Associates II, LLC, its general partner, By: /s/ Henry Plain, Managing Director | 07/30/2025 | |
| Lightstone Ventures II (A), L.P., By: LSV Associates II, LLC, its general partner, By: /s/ Henry Plain, Managing Director | 07/30/2025 | |
| LSV Associates II, LLC By: /s/ Henry Plain, Managing Director | 07/30/2025 | |
| /s/ Henry Plain | 07/30/2025 | |
| /s/ Jean George | 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.