SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Siddiqui Khan

(Last)

(First)

(Middle)

C/O HYPERFINE, INC.

530 OLD WHITFIELD STREET

(Street)

GUILFORD

06437

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hyperfine, Inc. [ HYPR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CMO and Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2021

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$3.76	12/22/2021		A		104,800		⁽¹⁾⁽²⁾	01/27/2030	Class A Common Stock	104,800	⁽³⁾	104,800	D
Stock Option (right to buy)	$3.76	12/22/2021		A		130,345		⁽⁴⁾	01/27/2030	Class A Common Stock	130,345	⁽⁵⁾	130,345	D
Stock Option (right to buy)	$3.27	12/22/2021		A		54,037		⁽⁶⁾	04/14/2031	Class A Common Stock	54,037	⁽⁷⁾	54,037	D
Stock Option (right to buy)	$5.24	12/22/2021		A		1,796		⁽⁸⁾	05/12/2031	Class A Common Stock	1,796	⁽⁹⁾	1,796	D

Explanation of Responses:

1. In connection with the closing of the transactions contemplated by the Business Combination Agreement, dated as of July 7, 2021, by and among HealthCor Catalio Acquisition Corp. ("HealthCor"), Optimus Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub I"), Optimus Merger Sub II, Inc., a Delaware corporation and wholly owned subsidiary of HealthCor ("Merger Sub II"), Hyperfine, Inc., a Delaware corporation ("Hyperfine"), and Liminal Sciences, Inc., a Delaware corporation ("Liminal"), pursuant to which Merger Sub I merged with and into Hyperfine (the "Hyperfine Merger"), with Hyperfine surviving the Hyperfine Merger as a wholly owned subsidiary of HealthCor, and Merger Sub II merged with and into Liminal

2. (the "Liminal Merger" and, together with the Hyperfine Merger, the "Mergers"), with Liminal surviving the Liminal Merger as a wholly owned subsidiary of HealthCor (which changed its name to "Hyperfine, Inc.", the "Issuer"), these shares were received in connection with the Mergers in exchange for a stock option to acquire 320,000 shares of Hyperfine common stock for $1.23 per share.

3. The shares underlying this option vested as to 25% on December 31, 2020, with the remainder of the options vesting in equal monthly installments, over the following three years, subject to Dr. Siddiqui's continued service on each vesting date.

4. Received in connection with the Mergers in exchange for a stock option to acquire 398,000 shares of Hyperfine common stock for $1.23 per share.

5. The shares underlying this option vested as to 25% on December 31, 2020, with the remainder of the options vesting in equal monthly installments, over the following three years, subject to Dr. Siddiqui's continued service on each vesting date.

6. Received in connection with the Mergers in exchange for a stock option to acquire 165,000 shares of Hyperfine common stock for $1.23 per share.

7. The shares underlying this option vest in forty eight equal monthly installments beginning on January 31, 2021, subject to Dr. Siddiqui's continued service through the applicable vesting date.

8. Received in connection with the Mergers in exchange for a stock option to acquire 10,000 shares of Liminal common stock for $0.94 per share.

9. The shares underlying this option vest in forty eight equal monthly installments beginning on October 31, 2020, subject to Dr. Siddiqui's continued service through the applicable vesting date.

	/s/ John P. Condon, Attorney-in-Fact	12/23/2021
	** 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 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).
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SEC Form 4 filed by Siddiqui Khan