Statement of Changes in Beneficial Ownership (4)
19 Dezember 2022 - 10:51PM
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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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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Maltz Jules A. |
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc.
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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, BUILDING 2, SUITE 250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/15/2022 |
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(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)
_X
_ Form filed by One Reporting Person
___ 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 | 12/15/2022 | | M | | 2449 | A | (1) | 20863 | D | |
| Class A Common Stock | | | | | | | | 125000 | I | Held by Jules Maltz and Kelly Greenwood Fam Tr UA 07/31/2018 |
| Class A Common Stock | | | | | | | | 53974 | I | Held by Institutional Venture Partners XV Executive Fund, L.P. (2) |
| Class A Common Stock | | | | | | | | 10147758 | I | Held by Institutional Venture Partners XV, L.P. (2) |
| Class A Common Stock | | | | | | | | 10201746 | I | Held by Institutional Venture Partners XVI, L.P. (2) |
| Class A Common Stock | | | | | | | | 7346 | I | Held by Institutional Venture Management XV, LLC (3) |
| Class A Common Stock | | | | | | | | 7345 | I | Held by Institutional Venture Management XVI, LLC (3) |
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 |
| Restricted Stock Unit | (1) | 12/15/2022 | | M | | | 5 | (4) | (4) | Class A Common Stock | 5.0 | $0 | 39 | D | |
| Restricted Stock Unit | (1) | 12/15/2022 | | M | | | 218 | (4) | (4) | Class A Common Stock | 218.0 | $0 | 1961 | D | |
| Restricted Stock Unit | (1) | 12/15/2022 | | M | | | 2226 | (4) | (4) | Class A Common Stock | 2226.0 | $0 | 20041 | D | |
| Explanation of Responses: |
| (1) | The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU. |
| (2) | Mr. Maltz is a managing director of Institutional Venture Management XV LLC, which is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund") and Institutional Venture Partners XV, L.P. ("IVP XV"), and Institutional Venture Management XVI LLC, which is the general partner of Institutional Venture Partners XVI, L.P. ("IVP XVI"). Mr. Maltz may be deemed a beneficial owner of the securities held by IVP XV Executive Fund, IVP XV and IVP XVI, but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein. |
| (3) | Mr. Maltz is a managing director of IVM XV, which is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund") and Institutional Venture Partners XV, L.P. ("IVP XV"), and IVM XVI, which isthe general partner of Institutional Venture Partners XVI, L.P. ("IVP XVI"). Mr. Maltz may be deemed a beneficial owner of the securities held by IVM XV, IVM XVI, IVP XV Executive Fund, IVP XV and IVP XVI, but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein. |
| (4) | The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 25% of the RSUs vesting on the first Company Quarterly Vesting Date (as defined below) occurring on or after the one-year anniversary of March 15, 2021. The remaining 75% vest in equal quarterly installments over the following three years, on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), subject to the Reporting Person's continuous service with the issuer. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Maltz Jules A.
3000 SAND HILL ROAD
BUILDING 2, SUITE 250
MENLO PARK, CA 94025 |
| X |
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Signatures
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| /s/ Alexandra Cotter Wilkins, Attorney-in-Fact | | 12/19/2022 |
| **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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