Statement of Changes in Beneficial Ownership (4)
18 März 2022 - 12:14AM
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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Baird Melissa |
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 _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Operating Officer |
(Last)
(First)
(Middle)
2269 CHESTNUT STREET, #523 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/15/2022 |
(Street)
SAN FRANCISCO, CA 94123
(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 | 3/15/2022 | | M | | 24344 | A | (1) | 402084 | D | |
Class A Common Stock | 3/15/2022 | | F(2) | | 5920 | D | $4.34 | 396164 | D | |
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) | 3/15/2022 | | M | | | 6645 | (3) | (3) | Class A Common Stock | 6645.0 | $0 | 0 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 133 | (3) | (3) | Class A Common Stock | 133.0 | $0 | 0 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 692 | (4) | (4) | Class A Common Stock | 692.0 | $0 | 4847 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 13 | (4) | (4) | Class A Common Stock | 13.0 | $0 | 97 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 4763 | (5) | (5) | Class A Common Stock | 4763.0 | $0 | 38105 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 95 | (5) | (5) | Class A Common Stock | 95.0 | $0 | 758 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 1626 | (6) | (6) | Class A Common Stock | 1626.0 | $0 | 19508 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 49 | (6) | (6) | Class A Common Stock | 49.0 | $0 | 582 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 1222 | (6) | (6) | Class A Common Stock | 1222.0 | $0 | 14660 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 8295 | (6) | (6) | Class A Common Stock | 8295.0 | $0 | 99543 | D | |
Restricted Stock Unit | (1) | 3/15/2022 | | M | | | 811 | (6) | (6) | Class A Common Stock | 811.0 | $0 | 9738 | D | |
Explanation of Responses: |
(1) | The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. |
(2) | The shares of Class A Common Stock were withheld by the issuer to cover tax withholding obligations in connection with the reported vesting and settlement of RSUs. |
(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 occurring on or following the one-year anniversary of March 15, 2018. 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. |
(4) | The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 6.25% of the RSUs vesting on each Company Quarterly Vesting Date occurring on or after December 15, 2019, subject to Reporting Person's continuous service with the issuer. |
(5) | The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 6.25% of the RSUs vesting on each Company Quarterly Vesting Date occurring on or after March 15, 2020, subject to the Reporting Person's continuous service with the issuer. |
(6) | The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 6.25% of the RSUs vesting on each Company Quarterly Vesting Date occurring on or after March 15, 2021, 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 |
Baird Melissa 2269 CHESTNUT STREET, #523 SAN FRANCISCO, CA 94123 |
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| Chief Operating Officer |
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Signatures
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/s/ Soleil Boughton, Attorney-in-Fact | | 3/17/2022 |
**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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