Statement of Changes in Beneficial Ownership (4)
30 November 2022 - 10:19PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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0.5
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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
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1. Name and Address of Reporting Person
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Institutional Venture Management XV, LLC |
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc.
[
HIMS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
3000 SAND HILL ROAD BLDG. 2, SUITE 250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/28/2022 |
(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 11/28/2022 | | J(1) | | 7346 | A | (1) | 7346 | D (2) | |
Class A Common Stock | 11/28/2022 | | J(1) | | 7345 | A | (1) | 7345 | I | By Institutional Venture Management XVI, LLC (3) |
Class A Common Stock | | | | | | | | 10147758 | I | By Institutional Venture Partners XV, L.P. (4) |
Class A Common Stock | | | | | | | | 53974 | I | By Institutional Venture Partners XV Executive Fund, L.P. (5) |
Class A Common Stock | | | | | | | | 10201746 | I | By Institutional Venture Partners XVI, L.P. (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
(1) | Represents the receipt of shares from Jules A. Maltz that Mr. Maltz received pursuant to the Issuer's non-employee director compensation policy. Pursuant to a series of Director Compensation Assignment Agreements, Mr. Maltz has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XV, LLC ("IVM XV") and Institutional Venture Management XVI, LLC ("IVM XVI"). |
(2) | Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, J. Sanford Miller and Dennis B. Phelps (collectively, the "Managing Directors") and Jules A. Maltz are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVM XV except to the extent of his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. |
(3) | The Managing Directors and Jules A. Maltz are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVM XVI. Each of the Managing Directors disclaims beneficial ownership of these securities, except to the extent of his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. |
(4) | IVM XV is the general partner of Institutional Venture Partners XV, L.P. ("IVP XV"). The Managing Directors and Jules A. Maltz are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. IVM XV and each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XV except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. |
(5) | IVM XV is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF"). The Managing Directors and Jules A. Maltz are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV EF. IVM XV and each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XV EF except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. |
(6) | IVM XVI is the general partner of Institutional Venture Partners XVI, L.P. ("IVP XVI"). The Managing Directors and Jules A. Maltz are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. IVM XVI and each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XVI except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Institutional Venture Management XV, LLC 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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Institutional Venture Management XVI, LLC 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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Chaffee Todd C 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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Dash Somesh 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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FOGELSONG NORMAN A 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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Harrick Stephen J 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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Liaw Eric 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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Miller J Sanford 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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Phelps Dennis B 3000 SAND HILL ROAD BLDG. 2, SUITE 250 MENLO PARK, CA 94025 |
| X |
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Signatures
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/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XV, LLC | | 11/30/2022 |
**Signature of Reporting Person | Date |
Institutional Venture Management XVI, LLC, By: /s/Tracy Hogan, Attorney-In-Fact | | 11/30/2022 |
**Signature of Reporting Person | Date |
/s/ Tracy Hogan, Attorney-In-Fact Todd C. Chaffee | | 11/30/2022 |
**Signature of Reporting Person | Date |
/s/ Tracy Hogan, Attorney-In-Fact Somesh Dash | | 11/30/2022 |
**Signature of Reporting Person | Date |
/s/ Tracy Hogan, Attorney-In-Fact Norman A. Fogelsong | | 11/30/2022 |
**Signature of Reporting Person | Date |
/s/ Tracy Hogan, Attorney-In-Fact Stephen J. Harrick | | 11/30/2022 |
**Signature of Reporting Person | Date |
/s/ Tracy Hogan, Attorney-In-Fact Eric Liaw | | 11/30/2022 |
**Signature of Reporting Person | Date |
/s/ Tracy Hogan, Attorney-In-Fact J. Sanford Miller | | 11/30/2022 |
**Signature of Reporting Person | Date |
/s/ Tracy Hogan, Attorney-In-Fact Dennis B. Phelps | | 11/30/2022 |
**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 control number. |
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