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^*

Lightcap Jeffrey C

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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)
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	624,471⁽¹⁾	⁽¹⁾	I	By HealthCor Partners Fund II, L.P.⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,248,939⁽¹⁾	⁽¹⁾	I	By HealthCor Partners Fund, L.P.⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	1,630,231⁽³⁾	⁽³⁾	I	By HCPCIV 1, LLC⁽²⁾
Series D Preferred Stock	⁽³⁾	⁽³⁾	Common Stock	208,604⁽³⁾	⁽³⁾	I	By HealthCor Partners Fund II, L.P.⁽²⁾
Series E Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,099,378⁽⁴⁾	⁽⁴⁾	I	By HCPCIV 1, LLC⁽²⁾
Series F Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	1,337,337⁽⁵⁾	⁽⁵⁾	I	By HCPCIV 1, LLC⁽²⁾
Series F-1 Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	452,528⁽⁵⁾	⁽⁵⁾	I	By HCPCIV 1, LLC⁽²⁾
Convertible Promissory Note	⁽⁶⁾	⁽⁶⁾	Common Stock	$1,460,234⁽⁶⁾	⁽⁶⁾	I	By HCPCIV 1, LLC⁽²⁾

Explanation of Responses:

1. Each share of Series C preferred stock is convertible on a 1-to-0.5764 basis into shares of Heartflow, Inc.'s ("Heartflow") common stock and has no expiration date. The Series C preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1-for-2.92 reverse stock split of Heartflow common stock, which became effective on July 31, 2025.

2. Mr. Lightcap is a controlling member of each of HCPCIV 1, LLC, HealthCor Partners Fund II, L.P. and HealthCor Partners Fund, L.P. and may be deemed to have voting and dispositive power with respect to the shares. Mr. Lightcap disclaims beneficial ownership of these 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.

3. Each share of Series D preferred stock is convertible on a 1-to-0.6467 basis into shares of Heartflow's common stock and has no expiration date. The Series D preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1-for-2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025.

4. Each share of Series E preferred stock is convertible on a 1-to-0.6951 basis into shares of Heartflow's common stock and has no expiration date. The Series E preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1-for-2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025.

5. Each share of Series F preferred stock and Series F-1 preferred stock is convertible on a 1-to-0.3425 basis into shares of Heartflow's common stock and has no expiration date. The Series F preferred stock and Series F-1 preferred stock will automatically convert into the underlying shares of common stock upon the closing of Heartflow's initial public offering. The conversion rate gives effect to the 1-for-2.92 reverse stock split of Heartflow's common stock, which became effective on July 31, 2025.

6. Represents the outstanding principal amount of a convertible promissory note held by HCPCIV 1, LLC, 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:

Remarks: Exhibit 24 - Power of Attorney.

	/s/ Angela Ahmad, Attorney-in-Fact for Jeffrey C. Lightcap	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).
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