Statement of Changes in Beneficial Ownership (4)

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person ^* Dudum Andrew	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 __X__ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer
(Last) (First) (Middle) 2269 CHESTNUT STREET, #523	3. Date of Earliest Transaction (MM/DD/YYYY) 3/29/2021
(Street) SAN FRANCISCO, CA 94123 (City) (State) (Zip)	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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	3/29/2021		A		158769		⁽¹⁾	⁽¹⁾	Class A Common Stock	158769	$0.00	158769	D
Restricted Stock Unit	⁽¹⁾	3/29/2021		A		3159		⁽¹⁾	⁽¹⁾	Class A Common Stock	3159	$0.00	3159	D
Restricted Stock Unit	⁽²⁾	3/29/2021		A		317539		⁽²⁾	⁽²⁾	Class A Common Stock	317539	$0.00	317539	D
Restricted Stock Unit	⁽²⁾	3/29/2021		A		6319		⁽²⁾	⁽²⁾	Class A Common Stock	6319	$0.00	6319	D
Restricted Stock Unit	⁽³⁾	3/29/2021		A		158769		⁽³⁾	⁽³⁾	Class A Common Stock	158769	$0.00	158769	D
Restricted Stock Unit	⁽³⁾	3/29/2021		A		3159		⁽³⁾	⁽³⁾	Class A Common Stock	3159	$0.00	3159	D
Restricted Stock Unit	⁽⁴⁾	3/29/2021		A		57205		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	57205	$0.00	57205	D
Restricted Stock Unit	⁽⁴⁾	3/29/2021		A		1707		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1707	$0.00	1707	D
Restricted Stock Unit	⁽⁴⁾	3/29/2021		A		117279		⁽⁴⁾	⁽⁴⁾	Class A Common Stock	117279	$0.00	117279	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. 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 the specified dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date") occurring on or after March 15, 2020, subject to the Reporting Person's continuous service with the issuer.
(2)	The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs fully vested upon grant.
(3)	The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs fully vest when (i) the issuer is acquired and the per share consideration is equal to at least $38.31 per share (subject to appropriate adjustment for stock splits and otherwise, the "Threshold Amount") or (ii) the per share closing trading price of the issuer's Class A Common Stock is at least equal to the Threshold Amount (the date on which such closing trading price is achieved, the "Achievement Date"), provided that the Reporting Person remains in continuous service as chief executive officer or a director through such acquisition or the Achievement Date, as applicable.
(4)	The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. 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
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Dudum Andrew 2269 CHESTNUT STREET, #523 SAN FRANCISCO, CA 94123	X	X	Chief Executive Officer