Heartflow, Inc.

Filing Date

Aug 7, 2025

Transaction Date

Aug 7, 2025

Accession Number

0000950170-25-105408

Form Type

3

Footnotes

1. (F1)Each share of the Issuer's Series F Preferred Stock is convertible, at the option of the holder, into shares of the Issuer's Common Stock on a 0.342466:1 basis and will automatically convert immediately prior to the closing of the Issuer's initial public offering. These securities have no expiration date.
2. (F2)Represents the outstanding principal amount of the Subordinated Convertible Promissory Note, which will automatically convert upon consummation of the Issuer's initial public offering into shares of the Issuer's Common Stock at a conversion price of 80% of the price per share in the initial public offering, subject to a valuation ceiling of $2.0 billion.
3. (F3)Represents 35,081,564 shares of the Issuer's Series F Preferred Stock held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments") and a Subordinated Convertible Promissory Note of the Issuer in a principal amount of $6,595,648.51 held directly by BCLS Fund III Investments.
4. (F4)Bain Capital Life Sciences Investors, LLC ("BCLSI") is the manager of Bain Capital Life Sciences III General Partner, LLC ("BCLS Fund III GP"), which is the general partner of Bain Capital Life Sciences Fund III, L.P. ("BCLS Fund III"), which is the managing member of BCLS Fund III Investments GP, LLC ("BCLS Fund III Investments GP"), which is the general partner of BCLS Fund III Investments. As a result, each of BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP may be deemed to share voting and dispositive power with respect to the securities held by BCLS Fund III Investments. BCLSI, BCLS Fund III GP, BCLS Fund III and BCLS Fund III Investments GP each disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.