FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Bain Capital Life Sciences Investors, LLC
2. Issuer Name and Ticker or Trading Symbol

Heartflow, Inc. [ HTFL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

200 CLARENDON STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

8/11/2025
(Street)

BOSTON, MA 02116
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 8/11/2025  C  12,014,234 A (1)12,014,234 I See footnotes (3)(4)
Common Stock 8/11/2025  C  433,924 A$15.2 12,448,158 I See footnotes (3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Series F Preferred Stock  (1)8/11/2025  C     35,081,564   (1) (1)Common Stock 12,014,234 $0 0 I See footnotes (3)(4)
Subordinated Convertible Promissory Note $15.2 8/11/2025  C     $6,595,648.51   (2)1/24/2029 Common Stock 433,924 $0 0 I See footnotes (3)(4)

Explanation of Responses:
(1) Each share of the Issuer's Series F Preferred Stock automatically converted into shares of the Issuer's Common Stock on a 0.342466:1 basis immediately prior to the closing of the Issuer's initial public offering. These securities had no expiration date.
(2) The outstanding principal amount of the Subordinated Convertible Promissory note automatically converted into shares of the Issuer's Common Stock upon consummation of the Issuer's initial public offering at a conversion price of 80% of the price per share in the Issuer's initial public offering.
(3) Represents securities held directly by BCLS Fund III Investments, LP ("BCLS Fund III Investments").
(4) 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Bain Capital Life Sciences Investors, LLC
200 CLARENDON STREET
BOSTON, MA 02116

X

Bain Capital Life Sciences III General Partner, LLC
200 CLARENDON STREET
BOSTON, MA 02116

X

Bain Capital Life Sciences Fund III, L.P.
200 CLARENDON STREET
BOSTON, MA 02116

X

BCLS Fund III Investments GP, LLC
200 CLARENDON STREET
BOSTON, MA 02116

X

BCLS Fund III Investments, LP
200 CLARENDON STREET
BOSTON, MA 02116

X


Signatures
See signatures included in Exhibit 99.18/13/2025
**Signature of Reporting PersonDate


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.
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Exhibit 99.1

 

BAIN CAPITAL LIFE SCIENCES INVESTORS, LLC

By: /s/ Andrew Hack

Title: Partner

 

BAIN CAPITAL LIFE SCIENCES III GENERAL PARTNER, LLC

By: Bain Capital Life Sciences Investors, LLC, its manager

By: /s/ Andrew Hack

Title: Partner

 

BAIN CAPITAL LIFE SCIENCES FUND III, L.P.

By: Bain Capital Life Sciences III General Partner, LLC, its general partner

By: Bain Capital Life Sciences Investors, LLC, its manager

By: /s/ Andrew Hack

Title: Partner

 

BCLS FUND III INVESTMENTS GP, LLC

By: Bain Capital Life Sciences Fund III, L.P., its managing member

By: Bain Capital Life Sciences III General Partner, LLC, its general partner

By: Bain Capital Life Sciences Investors, LLC, its manager

By: /s/ Andrew Hack

Title: Partner

 

BCLS FUND III INVESTMENTS, LP

By: BCLS Fund III Investments GP, LLC, its general partner

By: Bain Capital Life Sciences Fund III, L.P., its managing member

By: Bain Capital Life Sciences III General Partner, LLC, its general partner

By: Bain Capital Life Sciences Investors, LLC, its manager

By: /s/ Andrew Hack

Title: Partner