SEC FORM 3

SEC FORM 3 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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Blue David Lawrence

(Last)

(First)

(Middle)

C/O SHOULDER INNOVATIONS, INC.

1535 STEELE AVENUE SW, SUITE B

(Street)

GRAND RAPIDS

49507

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2025

3. Issuer Name and Ticker or Trading Symbol
SHOULDER INNOVATIONS, INC. [ SI ]

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

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

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 Seed Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	5,241	⁽¹⁾	I	By David Lawrence Blue Living Trust
Series A Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	18,151	⁽¹⁾	I	By David Lawrence Blue Living Trust
Series B Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	16,190	⁽¹⁾	I	By David Lawrence Blue Living Trust
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,437	⁽¹⁾	I	By David Lawrence Blue Living Trust
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,918	⁽¹⁾	I	By David Lawrence Blue Living Trust
Stock Option	⁽²⁾	12/16/2030	Common Stock	78,616	$2.0988	D
Stock Option	⁽³⁾	05/09/2033	Common Stock	28,049	$2.4804	D
Stock Option	⁽⁴⁾	04/23/2035	Common Stock	51,795	$2.862	D
Stock Option	⁽²⁾	07/13/2027	Common Stock	10,620	$0.9349	I	By David Lawrence Blue Living Trust
Stock Option	⁽²⁾	10/23/2027	Common Stock	2,619	$0.9349	I	By David Lawrence Blue Living Trust
Stock Option	⁽²⁾	01/11/2028	Common Stock	37,616	$0.9349	I	By David Lawrence Blue Living Trust
Stock Option	⁽¹⁾	02/11/2030	Common Stock	1,648	$1.0303	I	By David Lawrence Blue Living Trust

Explanation of Responses:

1. Immediately prior to the closing of the Issuer's initial public offering, the shares of preferred stock of the Issuer will automatically convert into shares of Common Stock on a one-for-0.052410901 basis. The shares of preferred stock have no expiration date.

2. The stock option is fully vested and currently exercisable.

3. 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.

4. The stock option vests as to one-fourth of the underlying shares on April 1, 2026, and the remaining shares vest in 12 equal increments on the last day of each fiscal quarter beginning on June 30, 2026.

Remarks:

Officer Title: Chief Customer Experience Officer Exhibit 24.1 - Power of Attorney

	/s/ Jeffrey S. Points, as Attorney-in-Fact	07/30/2025
	** 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.

SEC Form 3 filed by new insider Blue David Lawrence