Form 4: Heartflow Director Boosts Stake via Conversions, Options

Heartflow Director Jeffrey C. Lightcap increased his beneficial ownership through the conversion of preferred stock and convertible notes into common stock, and the grant of new stock options.

Summary

• Jeffrey C. Lightcap, a Director of Heartflow, Inc., reported significant changes in beneficial ownership.
• On August 11, 2025, various preferred stock series (C, D, E, F, F-1) and convertible promissory notes held by entities he controls (HealthCor Partners Fund II, L.P., HealthCor Partners Fund, L.P., and HCPCIV 1, LLC) automatically converted into common stock.
• This resulted in an indirect beneficial ownership of 833,075 shares by HealthCor Partners Fund II, L.P., 1,248,939 shares by HealthCor Partners Fund, L.P., and 4,615,542 shares by HCPCIV 1, LLC.
• The conversions occurred immediately prior to Heartflow's initial public offering.
• Additionally, on August 7, 2025, Mr. Lightcap was granted 47,420 stock options with an exercise price of $19, vesting fully on the earlier of Heartflow's annual meeting in 2026 or the first anniversary of the grant date (August 7, 2026).

Sentiment

Score: 7

Explanation: A director's increased beneficial ownership, even if indirect, and the grant of new stock options generally signal alignment with shareholder interests and confidence in the company's future. The conversions of preferred stock and notes into common stock are a standard part of the IPO process.

Positives

• Increased alignment of a director's interests with shareholders through significant common stock ownership, albeit indirect.
• Conversion of preferred stock and convertible notes into common stock simplifies the capital structure post-IPO.
• Grant of stock options provides an incentive for the director's continued service and performance.

Future Outlook

The granted stock option for 47,420 shares will vest in full on the earlier of Heartflow's annual meeting of shareholders in 2026 and the first anniversary of the grant date (August 7, 2026), subject to continued service through such date.

Management Comments

• Mr. Lightcap disclaims beneficial ownership of the indirectly held securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.

Industry Context

Form 4 filings are standard disclosures for insider transactions and do not typically provide industry context. The conversions occurred prior to the company's initial public offering, which is a significant event for any company entering the public market.

Related Party Transactions

• Jeffrey C. Lightcap is a controlling member of HCPCIV 1, LLC, HealthCor Partners Fund II, L.P., and HealthCor Partners Fund, L.P., through which he indirectly beneficially owns shares. This structure is disclosed as part of his beneficial ownership.

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with common shareholders.
• Management/Employees: The stock option grant provides an incentive for continued service.

Next Steps

• Vesting of the 47,420 stock options on the earlier of Heartflow's annual meeting in 2026 or August 7, 2026.

Key Dates

Keywords

Heartflow, HTFL, Jeffrey C. Lightcap, Director, Insider Transaction, Form 4, Stock Option, Common Stock, Preferred Stock Conversion, IPO, Beneficial Ownership