SEC FORM 3

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed 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^*

Jones Marie L.

(Last)

(First)

(Middle)

C/O HEARTFLOW, INC.

331 E. EVELYN AVENUE

(Street)

MOUNTAIN VIEW

94041

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2025

3. Issuer Name and Ticker or Trading Symbol
Heartflow, Inc. [ HTFL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Accounting Officer, VP

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option	⁽¹⁾	03/13/2035	Common Stock	68,492⁽²⁾	$12.68⁽²⁾	D
Convertible Promissory Note	⁽³⁾	⁽³⁾	Common Stock	$100,000	⁽³⁾	D

Explanation of Responses:

1. 1/4th of the options will vest on January 8, 2026, and the remaining shares will vest and become exercisable in monthly installments until January 8, 2029, subject to continued service through the applicable vesting date.

2. The number of shares of common stock and exercise price give effect to the 1-for-2.92 reverse stock split of Heartflow, Inc.'s ("Heartflow") common stock, which became effective on July 31, 2025.

3. Represents the outstanding principal amount of a convertible promissory note held by Ms. Jones, which will automatically convert upon consummation of Heartflow's initial public offering into shares of common stock at a conversion price of 80% of the price per share in Heartflow's initial public offering, subject to a valuation ceiling of $2.0 billion. These shares of common stock issuable upon conversion of the convertible promissory note have no expiration date.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Angela Ahmad, Attorney-in-Fact for Marie L. Jones	08/07/2025
	** 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.