Form 4 for HNGE Hinge Health, Inc.
Accepted 2025-05-23 00:00:00 ET · period of report 2025-03-07 · accession 0000950170-25-077115 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2025-05-23 | 2025-05-21 | HNGE | Mecklenburg Gabriel M.I. | Dir, Exec. COB, Co-Founder | F - Tax | $32.00 | -1.96M | 2.63M | -43% | -$62.62M |
| D | 2025-05-23 | 2025-05-23 | HNGE | Mecklenburg Gabriel M.I. | Dir, Exec. COB, Co-Founder | J - Other | — | -2.63M | 0 | -100% | — |
| DMI | 2025-05-23 | 2025-05-23 | HNGE | Mecklenburg Gabriel M.I. | Dir, Exec. COB, Co-Founder | J - Other | — | -1.48M | 0 | -100% | — |
| DMI | 2025-05-23 | 2025-03-07 | HNGE | Mecklenburg Gabriel M.I. | Dir, Exec. COB, Co-Founder | G - Gift | $0.00 | +1.48M | 1.09M | New | $0 |
| D | 2025-05-23 | 2025-03-07 | HNGE | Mecklenburg Gabriel M.I. | Dir, Exec. COB, Co-Founder | G - Gift | $0.00 | -1.48M | 4.58M | -24% | $0 |
| DM | 2025-05-23 | 2025-05-23 | HNGE | Mecklenburg Gabriel M.I. | Dir, Exec. COB, Co-Founder | J - Other | — | +2.63M | 570.9K | New | — |
| DMI | 2025-05-23 | 2025-05-23 | HNGE | Mecklenburg Gabriel M.I. | Dir, Exec. COB, Co-Founder | J - Other | — | +1.48M | 383.6K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2025-05-21 | F | D | 1,957,003 | $32.00 | 2,627,211 | D By Family Trust | — | — | |
| 2 | Common | Common Stock | 2025-05-23 | J | D | 2,627,211 | — | 0 | D | — | — | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
| 3 | Common | Common Stock | 2025-05-23 | J | D | 1,092,119 | — | 0 | I | — | — | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
| 4 | Common | Common Stock | 2025-03-07 | G | A | 383,592 | $0.00 | 383,592 | I By GRAT | — | — | (F1) These securities were previously reported on a Form 3 filed by the Reporting Person. |
| 5 | Common | Common Stock | 2025-05-23 | J | D | 383,592 | — | 0 | I | — | — | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. |
| 6 | Common | Common Stock | 2025-03-07 | G | D | 1,475,711 | $0.00 | 4,584,214 | D By GRAT | — | — | (F1) These securities were previously reported on a Form 3 filed by the Reporting Person. |
| 7 | Common | Common Stock | 2025-03-07 | G | A | 1,092,119 | $0.00 | 1,092,119 | I By Family Trust | — | — | (F1) These securities were previously reported on a Form 3 filed by the Reporting Person. |
| 8 | Derivative | Stock Option | 2025-05-23 | J | A | 107,813 | — | 107,813 | D | $0.73 · — to 2028-09-23 | 107,813 Class B Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 9 | Derivative | Stock Option | 2025-05-23 | J | D | 60,157 | — | 0 | D | $0.73 · — to 2029-01-20 | 60,157 Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 10 | Derivative | Stock Option | 2025-05-23 | J | A | 60,157 | — | 60,157 | D | $0.73 · — to 2029-01-20 | 60,157 Class B Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 11 | Derivative | Stock Option | 2025-05-23 | J | D | 85,417 | — | 0 | D | $0.84 · — to 2029-09-16 | 85,417 Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 12 | Derivative | Stock Option | 2025-05-23 | J | A | 85,417 | — | 85,417 | D | $0.84 · — to 2029-09-16 | 85,417 Class B Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 13 | Derivative | Stock Option | 2025-05-23 | J | D | 570,935 | — | 0 | D | $1.90 · — to 2030-05-05 | 570,935 Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 14 | Derivative | Stock Option | 2025-05-23 | J | D | 107,813 | — | 0 | D | $0.73 · — to 2028-09-23 | 107,813 Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 15 | Derivative | Class B Common Stock | 2025-05-23 | J | A | 2,627,211 | — | 2,627,211 | D By GRAT | — · — to — | 2,627,211 Class A Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F4) Includes 944,250 PSUs, which vest in accordance with the terms of the award. Each PSU represents a contingent right to receive one share of Class B Common Stock. (F3) 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. |
| 16 | Derivative | Class B Common Stock | 2025-05-23 | J | A | 1,092,119 | — | 1,092,119 | I By Family Trust | — · — to — | 1,092,119 Class A Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F3) 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. |
| 17 | Derivative | Class B Common Stock | 2025-05-23 | J | A | 383,592 | — | 383,592 | I | — · — to — | 383,592 Class A Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F3) 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. |
| 18 | Derivative | Stock Option | 2025-05-23 | J | D | 42,969 | — | 0 | D | $0.3 · — to 2027-11-16 | 42,969 Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 19 | Derivative | Stock Option | 2025-05-23 | J | A | 42,969 | — | 42,969 | D | $0.3 · — to 2027-11-16 | 42,969 Class B Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |
| 20 | Derivative | Stock Option | 2025-05-23 | J | A | 570,935 | — | 570,935 | D | $1.90 · — to 2030-05-05 | 570,935 Class B Common Stock | (F2) Immediately prior to the completion of the Issuer's initial public offering, each share of Common Stock held by the Issuer's founders and certain related individuals, including shares of Common Stock underlying performance stock unit ("PSU") and stock options awards, were reclassified into one share of Class B Common Stock in an exempt transaction pursuant to Rule 16b-7. (F5) The stock option is fully vested and currently exercisable. |