Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 4:16PM
Edgar (US Regulatory)
SECURITIES
& EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT
TO RULE 13d-2
(Amendment
No. 2)*
Hyperfine,
Inc.
(Name of Issuer)
Class A common stock
(Title of Class of Securities)
44916K106
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires
Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
¨ Rule
13d-1(b)
¨ Rule
13d-1(c)
x Rule
13d-1(d)
(Page 1 of 9 Pages)
* The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this
cover page shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see the Notes).
CUSIP No. 44916K106 |
13G |
Page 2 of 9 Pages |
(1) |
NAMES
OF REPORTING PERSONS
HC Sponsor LLC |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)
¨
(b)
¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE
VOTING POWER
0 |
(6) |
SHARED
VOTING POWER
0 |
(7) |
SOLE
DISPOSITIVE POWER
0 |
(8) |
SHARED
DISPOSITIVE POWER
0 |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 |
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
¨ |
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.0% |
(12) |
TYPE
OF REPORTING PERSON (see instructions)
PN |
CUSIP No. 44916K106 |
13G |
Page 3 of 9 Pages |
(1) |
NAMES
OF REPORTING PERSONS
HealthCor Group, LLC |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a)
¨
(b)
¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE
VOTING POWER
0 |
(6) |
SHARED
VOTING POWER
3,381,500(1) |
(7) |
SOLE
DISPOSITIVE POWER
0 |
(8) |
SHARED
DISPOSITIVE POWER
3,381,500(1) |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,381,500(1) |
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
¨ |
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.1(2)% |
(12) |
TYPE
OF REPORTING PERSON (see instructions)
OO |
(1) Represents Class A Shares held by the HC Affiliates.
(2) Calculated based on 55,622,488 Class A Shares outstanding
as of December 31, 2022, as reported on the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(3) with the SEC on January
31, 2023.
CUSIP No. 44916K106 |
13G |
Page 4 of 9 Pages |
(1) |
NAMES
OF REPORTING PERSONS
Arthur Bruce Cohen |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) |
(a) ¨
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE
VOTING POWER
781,226 |
(6) |
SHARED
VOTING POWER
3,880,900(1) |
(7) |
SOLE
DISPOSITIVE POWER
781,226 |
(8) |
SHARED
DISPOSITIVE POWER
3,880,900(1) |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,662,126(1) |
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
¨ |
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%(2) |
(12) |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1) Represents 3,381,500 Class A Shares held by the HC
Affiliates and 499,400 Class A Shares held by separately managed accounts.
(2) Calculated based on 55,622,488 Class A Shares outstanding
as of December 31, 2022, as reported on the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(3) with the SEC on January
31, 2023.
CUSIP No. 44916K106 |
13G |
Page 5 of 9 Pages |
(1) |
NAMES
OF REPORTING PERSONS
Joseph Patrick Healey |
(2) |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
|
(a) ¨
(b) ¨ |
(3) |
SEC
USE ONLY |
(4) |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
(5) |
SOLE
VOTING POWER
781,227 |
(6) |
SHARED
VOTING POWER
3,880,900(1) |
(7) |
SOLE
DISPOSITIVE POWER
781,227 |
(8) |
SHARED
DISPOSITIVE POWER
3,880,900(1) |
(9) |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,662,127(1) |
(10) |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) |
¨ |
(11) |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.4%(2) |
(12) |
TYPE
OF REPORTING PERSON (see instructions)
IN |
(1) Represents 3,381,500 Class A Shares held by the HC
Affiliates and 499,400 Class A Shares held by separately managed accounts.
(2) Calculated based on 55,622,488 Class A Shares outstanding
as of December 31, 2022, as reported on the Issuer’s prospectus supplement filed pursuant to Rule 424(b)(3) with the SEC on January
31, 2023.
CUSIP No. 44916K106 |
13G |
Page 6 of 9 Pages |
Item 1(a). |
Name of Issuer: |
|
|
|
Hyperfine, Inc. |
|
|
Item 1(b). |
Address of Issuer’s
Principal Executive Offices: |
|
|
|
351 New Whitfield
Street
Guilford, CT 06437 |
|
|
Item 2(a, b, c). |
Names of Persons
Filing: |
|
|
|
(i) |
HC Sponsor LLC, 55 Hudson Yards, 28th Floor, New York NY 10001; |
|
|
|
|
(ii) |
HealthCor Group, LLC, 55 Hudson Yards, 28th Floor, New York NY 10001; |
|
|
|
|
(iii) |
Joseph Healey, 55 Hudson Yards, 28th Floor, New York, NY 10001; |
|
|
|
|
(iv) |
Arthur Cohen, 12 South Main Street, #203 Norwalk, CT 06854; |
|
|
|
|
Both Mr. Healey and Mr. Cohen are United States citizens. |
|
|
|
The persons at (i) through (iv) above are collectively referred to herein as the “Reporting Persons”. |
CUSIP No. 44916K106 |
13G |
Page 7 of 9 Pages |
Item 2(d). |
Title of Class
of Securities |
|
|
|
Class A common
stock |
|
|
Item 2(e). |
CUSIP Number |
|
|
|
44916K106 |
|
|
Item 3. |
Not applicable. |
|
|
Item 4. | Ownership. |
| |
|
| (a) | Amount beneficially owned: |
| | See responses to Item 9 on each cover page. |
| (b) | Percent of Class: |
| | See responses to Item 11 on each cover page. |
| (c) | Number of shares as to which the Reporting
Person has: |
|
| (i) | Sole power
to vote or to direct the vote: |
| |
| See responses to Item 5 on each cover
page. |
| |
(ii) | Shared power to vote or to direct the
vote: |
| |
| See responses to Item 6 on each cover
page. |
| |
(iii) | Sole power to dispose or to direct
the disposition of: |
| |
| See responses to Item 7 on each cover
page. |
| |
(iv) | Shared power to dispose or to direct
the disposition of: |
| |
| See responses to Item 8 on each cover
page. |
HC Sponsor LLC (the “Sponsor”)
distributed all of its Class A Shares to its members on December 16, 2022 and no longer holds Class A Shares directly. Entities affiliated
with the Sponsor (the “HC Affiliates”) directly hold 3,381,500 Class A Shares. The Sponsor is managed by its manager,
HealthCor Sponsor Investments LLC, which is managed by its manager, HealthCor Group, LLC, which also indirectly manages the HC
Affiliates. Arthur Cohen and Joseph Healey are the controlling members of HealthCor Group, LLC and received 781,226 and 781,227
Class A Shares, respectively, in the distribution. In addition, separately managed accounts (the “SMAs”) managed by
HealthCor Management, L.P. own 499,400 Class A Shares. Messrs. Cohen and Healey are the managers of the general partner of HealthCor
Management, L.P. As such, Messrs. Cohen and Healey have voting and investment discretion with respect to the securities held by each
of the HC Affiliates and the SMAs but disclaim beneficial ownership of such securities. The filing of this Statement shall not be
construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by this Statement.
Item 5. | Ownership of Five Percent or Less of a Class: |
| |
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to
be the beneficial owner of more than five percent of the class of securities, check the following ¨. |
CUSIP No. 44916K106 |
13G |
Page 8 of 9 Pages |
Item 6. |
Ownership of More than Five Percent on Behalf of Another Person. |
|
|
|
Not Applicable |
|
|
Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by
the Parent Holding Company. |
|
|
|
Not Applicable |
|
|
Item 8. |
Identification and Classification of Members of the Group. |
|
|
|
See Exhibit I. |
|
|
Item 9. |
Notice of Dissolution of Group. |
|
|
|
Not Applicable |
|
|
Item 10. |
Certification. |
|
|
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose
or effect. |
CUSIP No. 760873109 |
13G |
Page 9 of 9 Pages |
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
DATED: February 14, 2023
|
HC Sponsor LLC |
|
|
|
|
|
/s/
Arthur Cohen |
|
|
Name: |
Arthur Cohen |
|
|
Title: |
Authorized
Signatory |
|
|
|
|
HealthCor Group, LLC |
|
|
|
|
|
By: HealthCor Group, LLC, its general
partner |
|
|
|
|
|
/s/
Arthur Cohen |
|
|
Name:
|
Arthur Cohen |
|
|
Title:
|
Authorized
Signatory |
|
|
|
|
JOSEPH HEALEY, Individually |
|
|
/s/
Joseph Healey |
|
|
|
|
ARTHUR COHEN, Individually |
|
|
/s/
Arthur Cohen |
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