Statement of Changes in Beneficial Ownership (4)
17 März 2023 - 09:15PM
Edgar (US Regulatory)
FORM 4
[ ] 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
Estimated average burden
hours per response... 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 * Green
Kristen |
2. Issuer Name and Ticker or Trading
Symbol Hims & Hers Health, Inc. [ HIMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)__X__
Director _____
10% Owner
_____ Officer (give title
below) _____ Other
(specify below)
|
(Last)
(First)
(Middle)
2269 CHESTNUT STREET, #523 |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/15/2023
|
(Street)
SAN FRANCISCO, CA 94123
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
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 |
Class A Common Stock |
3/15/2023 |
|
M |
|
2449 |
A |
(1) |
19589 |
D |
|
Class A Common Stock |
|
|
|
|
|
|
|
828869 |
I |
Held by Forerunner Builders II,
L.P. (2) |
Class A Common Stock |
|
|
|
|
|
|
|
8928024 |
I |
Held by Forerunner Partners III,
L.P. (2) |
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
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) |
3/15/2023 |
|
M |
|
|
4 |
(3) |
(3) |
Class A Common Stock |
4.0 |
$0 |
35 |
D |
|
Restricted Stock Unit |
(1) |
3/15/2023 |
|
M |
|
|
218 |
(3) |
(3) |
Class A Common Stock |
218.0 |
$0 |
1743 |
D |
|
Restricted Stock Unit |
(1) |
3/15/2023 |
|
M |
|
|
2227 |
(3) |
(3) |
Class A Common Stock |
2227.0 |
$0 |
17814 |
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) |
Ms. Green is a managing
member of Forerunner Ventures GP III, LLC, which is the general
partner of Forerunner Builders II, L.P. ("FB II") and Forerunner
Partners III, L.P. ("FP III"). Ms. Green may be deemed a beneficial
owner of the securities held by FB II and FP III, but disclaims
beneficial ownership thereof, except to the extent of any pecuniary
interest therein. |
(3) |
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"). |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Green Kristen
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA 94123 |
X |
|
|
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Signatures
|
/s/ Alexandra Cotter Wilkins,
Attorney-in-Fact |
|
3/17/2023 |
**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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