Form SCHEDULE 13G/A Heartflow, Inc. Filed by: Hayfin Special Opportunities Fund II LP
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
|
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment No. 1)*
|
HEARTFLOW, INC. (Name of Issuer) |
Class A Common Stock, $0.001 par value (Title of Class of Securities) |
(CUSIP Number) |
02/06/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Management Holdings Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
633,505.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 4,648,410 shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
The percentage ownership reported in Row 11 was calculated based upon an aggregate of 85,757,754 shares of Class A Common Stock outstanding as of February 28, 2026 as reported in Heartflow, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 18, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Heartflow UK Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
530,610.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Rows 6, 8 and 9 reflect the disposition, during the three months ended March 31, 2026, of 3,104,987 shares of Class A Common Stock held by the Reporting Person. The percentage ownership reported in Row 11 was calculated based upon an aggregate of 85,757,754 shares of Class A Common Stock outstanding as of February 28, 2026 as reported in Heartflow, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 18, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Tourmaline LuxCo S.a.r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
102,895.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 1,543,422 shares of Class A Common Stock held by the Reporting Person.
The percentage ownership reported in Row 11 was calculated based upon an aggregate of 85,757,754 shares of Class A Common Stock outstanding as of February 28, 2026 as reported in Heartflow, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 18, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Healthcare Opportunities Fund GP S.a.r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
633,505.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 633,508 shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
The percentage ownership reported in Row 11 was calculated based upon an aggregate of 85,757,754 shares of Class A Common Stock outstanding as of February 28, 2026 as reported in Heartflow, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 18, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Healthcare Opportunities Invest LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
633,505.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 633,508 shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
The percentage ownership reported in Row 11 was calculated based upon an aggregate of 85,757,754 shares of Class A Common Stock outstanding as of February 28, 2026 as reported in Heartflow, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities and Exchange Commission on March 18, 2026.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin SOF III GP S.a.r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Special Opportunities Fund III SCSp | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Hostplus GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Hostplus LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Chief GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Chief LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
SunHay GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
SunHay LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Big Cypress GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Big Cypress LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Hamilton GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Hamilton LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Opal 2020 GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Opal 2020 (A) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Opal 2020 (B) LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin SOF II GP Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Special Opportunities Fund II LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin SOF III AIV GP S.a.r.l. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
LUXEMBOURG
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin AUS AIV LP - Hostplus Series | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin Special Opportunities Fund III AIV LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Hayfin AUS AIV LP - AUS SOF III Series | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.00 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person:
Row 6, Row 8 and Row 9 reflect the disposition, during the three months ended March 31, 2026, of 100.0% of the shares of Class A Common Stock indirectly held on behalf of the Reporting Person.
SCHEDULE 13G
|
| Item 1. | ||
| (a) | Name of issuer:
HEARTFLOW, INC. | |
| (b) | Address of issuer's principal executive offices:
331 E. Evelyn Avenue Mountain View, California 94041 | |
| Item 2. | ||
| (a) | Name of person filing:
Hayfin Management Holdings Limited
Hayfin Heartflow UK Limited
Hayfin Tourmaline LuxCo S.a.r.l.
Hayfin Healthcare Opportunities Fund GP S.a.r.l.
Hayfin Healthcare Opportunities Invest LP
Hayfin SOF III GP S.a.r.l.
Hayfin Special Opportunities Fund III SCSp
Hayfin Hostplus GP Limited
Hayfin Hostplus LP
Hayfin Chief GP Limited
Hayfin Chief LP
SunHay GP Limited
SunHay LP
Hayfin Big Cypress GP Limited
Hayfin Big Cypress LP
Hayfin Hamilton GP Limited
Hayfin Hamilton LP
Hayfin Opal 2020 GP Limited
Hayfin Opal 2020 (A) LP
Hayfin Opal 2020 (B) LP
Hayfin SOF II GP Limited
Hayfin SOF II GP LP
Hayfin Special Opportunities Fund II LP
Hayfin SOF III AIV GP S.a.r.l.
Hayfin AUS AIV LP - Hostplus Series
Hayfin Special Opportunities Fund III AIV LP
Hayfin AUS AIV LP AUS SOF III Series | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of Hayfin Management Holdings Limited and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Heartflow UK Limited and each of its executive officers is:
65 Davies Street
London W1K 5JL
England
The principal business office of Hayfin Tourmaline LuxCo S.a.r.l. and each of its executive officers is:
15 Boulevard F.W. Raffeisen
L-2411 Luxembourg
The principal business office of Hayfin Healthcare Opportunities Fund GP S.a.r.l. and each of its executive officers is:
15 Boulevard F.W. Raffeisen
L-2411 Luxembourg
The principal business office of Hayfin Healthcare Opportunities Invest LP and each of its executive officers is:
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, Delaware 19801
The principal business office of Hayfin SOF III GP S.a.r.l. and each of its executive officers is:
15 Boulevard F.W. Raffeisen
L-2411 Luxembourg
The principal business office of Hayfin Special Opportunities Fund III SCSp and each of its executive officers is:
15 Boulevard F.W. Raffeisen
L-2411 Luxembourg
The principal business office of Hayfin Hostplus GP Limited and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Hostplus LP and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Chief GP Limited and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Chief LP and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of SunHay GP Limited and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of SunHay LP and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Big Cypress GP Limited and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Big Cypress LP and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Hamilton GP Limited and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Hamilton LP and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Opal 2020 GP Limited and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Opal 2020 (A) LP and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin Opal 2020 (B) LP and each of its executive officers is:
One Nexus Way
Camana Bay
George Town, Grand Cayman KY1-9005
Cayman Islands
The principal business office of Hayfin SOF II GP Limited and each of its executive officers is:
Walkers Corporate Limited
190 Elgin Avenue
George Town, Grand Cayman KY1-9008
Cayman Islands
The principal business office of Hayfin Special Opportunities Fund II LP and each of its executive officers is:
Walkers Corporate Limited
190 Elgin Avenue
George Town, Grand Cayman KY1-9008
Cayman Islands
The principal business office of Hayfin SOF III AIV GP S.a.r.l. and each of its executive officers is:
15 Boulevard F.W. Raiffeisen
L-2411 Luxembourg
The principal business office of Hayfin AUS AIV LP - Hostplus Series, and each of its executive officers is:
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
New Castle County
Wilmington, Delaware 19801
The principal business office of Hayfin Special Opportunities Fund III AIV LP and each of its executive officers is:
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
New Castle County
Wilmington, Delaware 19801
The principal business office of Hayfin AUS AIV LP - AUS SOF III Series, and each of its executive officers is:
c/o The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
New Castle County
Wilmington, Delaware 19801 | |
| (c) | Citizenship:
Hayfin Management Holdings Limited is a Cayman Islands exempted company.
Hayfin Heartflow UK Limited is a limited company incorporated in England and Wales.
Hayfin Tourmaline LuxCo S.a.r.l.is a limited liability company incorporated in Luxembourg.
Hayfin Healthcare Opportunities Fund GP S.a.r.l. is a limited liability company incorporated in Luxembourg.
Hayfin Healthcare Opportunities Invest LP is a Delaware limited partnership.
Hayfin SOF III GP S.a.r.l. is a limited liability company incorporated in Luxembourg.
Hayfin Special Opportunities Fund III SCSp is a special limited partnership organized in Luxembourg.
Hayfin Hostplus GP Limited is a limited company incorporated in England and Wales.
Hayfin Hostplus LP is a limited partnership organized in England and Wales.
Hayfin Chief GP Limited is a Cayman Islands exempted company.
Hayfin Chief LP a Cayman Islands limited partnership.
SunHay GP Limited is a Cayman Islands exempted company.
SunHay LP is a limited partnership organized in England and Wales.
Hayfin Big Cypress GP Limited is a Cayman Islands exempted company.
Hayfin Big Cypress LP is a Cayman Islands limited partnership.
Hayfin Hamilton GP Limited is a Cayman Islands exempted company.
Hayfin Hamilton LP is a limited partnership organized in England and Wales.
Hayfin Opal 2020 GP Limited is a Cayman Islands exempted company.
Hayfin Opal 2020 (A) LP is a limited partnership organized in England and Wales.
Hayfin Opal 2020 (B) LP is a limited partnership organized in England and Wales.
Hayfin SOF II GP Limited is a Cayman Islands exempted company.
Hayfin Special Opportunities Fund II LP is a Cayman Islands limited partnership.
Hayfin SOF III AIV GP S.a.r.l. is a limited liability company incorporated in Luxembourg.
Hayfin AUS AIV LP - Hostplus Series, is a Delaware limited partnership.
Hayfin Special Opportunities Fund III AIV LP is a Delaware limited liability company.
Hayfin AUS AIV LP - AUS SOF III Series, is a Delaware limited liability company. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.001 par value | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(a) The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Hayfin Management Holdings Limited is the sole shareholder of the sole member of the general partner identified in the paragraph that follows for Hayfin Healthcare Opportunities Invest LP. Accordingly, Hayfin Management Holdings Limited may be deemed to beneficially own the shares indirectly held by Hayfin Healthcare Opportunities Invest LP.
Hayfin Healthcare Opportunities Fund GP S.a.r.l. is the sole member of Hayfin HF GP LLC, which is the general partner of Hayfin Healthcare Opportunities Fund Invest LP. Accordingly, Hayfin Healthcare Opportunities Fund GP S.a.r.l. may be deemed to beneficially own the shares indirectly held through Hayfin Heartflow UK Limited and Hayfin Tourmaline Luxco S.a.r.l., respectively, by Hayfin HF GP LLC, which is the general partner of Hayfin Healthcare Opportunities Fund Invest LP.
The foregoing should not be construed in and of itself as an admission by any reporting person as to beneficial ownership of any shares owned by another reporting person. Hayfin Management Holdings Limited and Hayfin Healthcare Opportunities Fund GP S.a.r.l. each disclaim beneficial ownership of such securities except to the extent of their pecuniary interests therein. | |
| (b) | Percent of class:
The information required by Item 4(b) is set forth in Row 11 of the cover page for each of the Reporting Persons and is incorporated herein by reference. Transactions resulting in less than 5% beneficial ownership in aggregate in the Issuer occurred on February 6, 2026. The information in Row 11 is calculated on the basis of 85,757,754 shares of Class A Common Stock issued and outstanding as of February 28, 2026 as reported by the Issuer in the Annual Report on Form 10-K filed by the Issuer with the Securities and Exchange Commission on March 18, 2026. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
Ownership of 5 percent or less of a class
| ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Hayfin Management Holdings Limited has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1 (previously filed).
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|