Shoulder Innovations Inc.

09/15/2025 | Press release | Distributed by Public on 09/15/2025 14:09

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Ahearn Matthew Fraser
2. Issuer Name and Ticker or Trading Symbol
SHOULDER INNOVATIONS, INC. [SI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF OPERATING OFFICER
(Last) (First) (Middle)
C/O SHOULDER INNOVATIONS, INC., 1535 STEELE AVENUE SW, SUITE B
3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025
(Street)
GRAND RAPIDS, MI 49507
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 09/11/2025 M 12,286 A $0.9349 120,320 D
Common Stock 09/11/2025 M 78,616 A $2.0988 198,936 D
Common Stock 09/11/2025 M 16,443 A $2.4804 215,379 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option $0.9349 09/11/2025 M 12,286 (1) 10/23/2027 Common Stock 12,286 $ 0 0 D
Stock Option $2.0988 09/11/2025 M 78,616 (1) 12/16/2030 Common Stock 78,616 $ 0 0 D
Stock Option $2.4804 09/11/2025 M 16,443 (2) 05/09/2033 Common Stock 16,443 $ 0 16,285 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ahearn Matthew Fraser
C/O SHOULDER INNOVATIONS, INC.
1535 STEELE AVENUE SW, SUITE B
GRAND RAPIDS, MI 49507
X CHIEF OPERATING OFFICER

Signatures

/s/ Jeffrey Points, as Attorney-in-Fact 09/15/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) The stock option is fully vested and currently exercisable.
(2) The stock option vested as to one-fourth of the underlying shares on April 19, 2024, and the remaining shares vest in 36 equal increments on the last day of each calendar month thereafter.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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