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^*

Hughes Mark A.

(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)
Chief Operating 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)
Class A Common Stock	12/22/2021		A		19,615	A	⁽¹⁾⁽²⁾	19,615	D

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		21,322		⁽³⁾	07/01/2029	Class A Common Stock	21,322	⁽⁴⁾	21,322	D
Stock Option (right to buy)	$3.76	12/22/2021		A		54,037		⁽⁵⁾	01/18/2030	Class A Common Stock	54,037	⁽⁶⁾	54,037	D
Stock Option (right to buy)	$3.76	12/22/2021		A		3,275		⁽⁷⁾	01/18/2030	Class A Common Stock	3,275	⁽⁸⁾	3,275	D
Stock Option (right to buy)	$3.27	12/22/2021		A		4,912		⁽⁹⁾	04/14/2031	Class A Common Stock	4,912	⁽¹⁰⁾	4,912	D
Stock Option (right to buy)	$3.27	12/22/2021		A		60,587		⁽¹¹⁾	04/14/2031	Class A Common Stock	60,587	⁽¹²⁾	60,587	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.,

2. 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 (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 exchange for 59,894 shares of Hyperfine common stock.

3. The shares underlying this option vest as to 25% on September 30, 2020, with the remainder vesting in equal monthly installments, over the following three years, subject to Mr. Hughes's continued service through the applicable vesting date.

4. Received in connection with the Mergers in exchange for a stock option to acquire 65,106 shares of Hyperfine common stock for $1.23 per share.

5. The shares underlying this option vest as to 25% on December 31, 2020, with the remainder vesting in equal monthly installments, over the following three years, subject to Mr. Hughes's continued service through the applicable 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 as to 25% on December 31, 2020, with the remainder vesting in equal monthly installments, over the following three years, subject to Mr. Hughes'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 Hyperfine common stock for $1.23 per share.

9. The shares underlying this option vest in 48 equal monthly installments beginning on October 31, 2020, subject to Mr. Hughes's continued service through the applicable vesting date.

10. Received in connection with the Mergers in exchange for a stock option to acquire 15,000 shares of Hyperfine common stock for $1.07 per share.

11. The shares underlying this option vest in 48 equal monthly installments beginning on October 31, 2020, subject to Mr. Hughes's continued service through the applicable vesting date.

12. Received in connection with the Mergers in exchange for a stock option to acquire 185,000 shares of Hyperfine common stock for $1.07 per share.

	/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).
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 4: Hughes Mark A. was granted 19,615 shares