SHOULDER INNOVATIONS, INC.

Filing Date

Jul 30, 2025

Transaction Date

Jul 30, 2025

Accession Number

0001641172-25-021629

Form Type

3

Footnotes

1. (F1)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. (F2)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. (F3)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.