Form 4 for HNGE Hinge Health, Inc.
Accepted 2025-05-27 00:00:00 ET · period of report 2025-05-23 · accession 0000950170-25-077930 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DI | 2025-05-27 | 2025-05-23 | HNGE | 11.2 Capital I Partners, LLC | 10% | S - Sale | $32.00 | -1.40M | 0 | -100% | -$44.68M |
| DI | 2025-05-27 | 2025-05-23 | HNGE | 11.2 Capital I Partners, LLC | 10% | C - Cnv Deriv | — | +1.40M | 1.40M | New | — |
| DMI | 2025-05-27 | 2025-05-23 | HNGE | 11.2 Capital I Partners, LLC | 10% | J - Other | — | 0 | 0 | New | — |
| DI | 2025-05-27 | 2025-05-23 | HNGE | 11.2 Capital I Partners, LLC | 10% | C - Cnv Deriv | — | -1.40M | 3.70M | -27% | — |
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 | Class A Common Stock | 2025-05-23 | S | D | 1,396,340 | $32.00 | 0 | I See footnotes | — | — | (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
| 2 | Common | Class A Common Stock | 2025-05-23 | C | A | 1,396,340 | — | 1,396,340 | I See footnotes | — | — | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be 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. (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
| 3 | Derivative | Series S-1 Preferred Stock | 2025-05-23 | J | D | 1,455,604 | — | 0 | I See footnotes | — · — to — | 1,455,604 Class B Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be 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. (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
| 4 | Derivative | Series A-1 Preferred Stock | 2025-05-23 | J | D | 230,923 | — | 0 | I See footnotes | — · — to — | 230,923 Class B Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be 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. (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
| 5 | Derivative | Series A-2 Preferred Stock | 2025-05-23 | J | D | 1,932,367 | — | 0 | I See footnotes | — · — to — | 1,932,367 Class B Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be 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. (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
| 6 | Derivative | Class B Common Stock | 2025-05-23 | C | D | 1,396,340 | — | 3,704,524 | I See footnotes | — · — to — | 1,396,340 Class A Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be 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. (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
| 7 | Derivative | Series D Preferred Stock | 2025-05-23 | J | D | 251,606 | — | 0 | I See footnotes | — · — to — | 251,606 Class B Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be 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. (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
| 8 | Derivative | Class B Common Stock | 2025-05-23 | J | A | 5,100,864 | — | 5,100,864 | I See footnotes | — · — to — | 5,100,864 Class A Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be 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. (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |
| 9 | Derivative | Series C Preferred Stock | 2025-05-23 | J | D | 1,230,364 | — | 0 | I See footnotes | — · — to — | 1,230,364 Class B Common Stock | (F1) Immediately prior to the closing of the Issuer's initial public offering, each share of preferred stock of the Issuer, except for the Series E Preferred Stock, automatically converted and was reclassified into one share of Class B Common Stock. Each share of Class B Common Stock will be 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. (F3) Following the transactions reported in this Form 4, the Reporting Persons beneficially own (i) 2,703,954 shares of Class B Common Stock held by 11.2 Capital I, (ii) 171,550 shares of Class B Common Stock held by 11.2 Capital HH, LLC and (iii) 829,020 shares of Class B Common Stock held by 11.2 Capital IVY. (F2) 11.2 Capital I Partners, LLC is the general partner of 11.2 Capital I, L.P. ("11.2 Capital I") and 11.2 Capital Ivy Partners, LLC is the general partner of each of 11.2 Capital HH, LLC ("11.2 Capital HH") and 11.2 Capital IVY, LLC ("11.2 Capital IVY" and together with 11.2 Capital HH and 11.2 Capital I, the "11.2 Capital Entities")). Shelley Zhuang is the sole managing member of each of 11.2 Capital I Partners, LLC and 11.2 Capital Ivy Partners, LLC. As a result, each of the foregoing may be deemed to share beneficial ownership of the securities held by the 11.2 Capital Entities. |