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

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1. Name and Address of Reporting Person^*

Tansey Casey M

(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)

X	Director	X	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 Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,096,971	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series D Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	521,498	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾
Series E Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,074,652	⁽¹⁾	I	See Footnotes⁽²⁾⁽³⁾

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. Consists of (i) 1,043,988 shares of Common Stock underlying Series C Preferred Stock, 496,309 shares of Common Stock underlying Series D Preferred Stock and 146,106 shares of Common Stock underlying Series E Preferred Stock held by U.S. Venture Partners XII, L.P. ("USVP XII"); (ii) 52,983 shares of Common Stock underlying Series C Preferred Stock, 25,189 shares of Common Stock underlying Series D Preferred Stock, and 7,415 shares of Common Stock underlying Series E Preferred Stock held by U.S. Venture Partners XII-A, L.P ("USVP XII-A"); and (iii) 921,131 shares of Common Stock underlying Series E Preferred Stock held by U.S. Venture Partners Select Fund I, L.P. on its own behalf and as a nominee for U.S. Venture Partners Select Fund I-A, L.P. ("USVP Select").

3. Presidio Management Group XII, L.L.C. ("PMG XII") is the general partner of USVP XII and USVP XII-A and has sole voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. The Reporting Person, Steven M. Krausz, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG XII, and share voting and dispositive power with respect to the shares held by USVP XII and USVP XII-A. Presidio Management Group Select Fund I, L.L.C. ("PMG Select") is the general partner of USVP Select and has sole voting and dispositive power with respect to the shares held by USVP Select. The Reporting Person, Richard W. Lewis, Jonathan D. Root and Dafina Toncheva are the managing members of PMG Select and share voting and dispositive power with respect to the shares held by USVP Select. Each of the managing members of PMG XII and PMG Select disclaims beneficial ownership of such holdings, except to the extent of their pecuniary interest in the shares.

Remarks:

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 Tansey Casey M