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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Carroll Patrick Harrison
2. Issuer Name and Ticker or Trading Symbol

Hims & Hers Health, Inc. [ HIMS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Medical Officer
(Last)          (First)          (Middle)

2269 CHESTNUT STREET, #523
3. Date of Earliest Transaction (MM/DD/YYYY)

3/29/2021
(Street)

SAN FRANCISCO, CA 
(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)
Code V Amount (A) or (D) Price

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Unit  (1)3/29/2021  A   6646     (1) (1)Class A Common Stock 6646 $0.00 6646 D  
Restricted Stock Unit  (1)3/29/2021  A   132     (1) (1)Class A Common Stock 132 $0.00 132 D  
Restricted Stock Unit  (2)3/29/2021  A   11077     (2) (2)Class A Common Stock 11077 $0.00 11077 D  
Restricted Stock Unit  (2)3/29/2021  A   220     (2) (2)Class A Common Stock 220 $0.00 220 D  
Restricted Stock Unit  (3)3/29/2021  A   17724     (3) (3)Class A Common Stock 17724 $0.00 17724 D  
Restricted Stock Unit  (3)3/29/2021  A   352     (3) (3)Class A Common Stock 352 $0.00 352 D  
Restricted Stock Unit  (4)3/29/2021  A   5184     (4) (4)Class A Common Stock 5184 $0.00 5184 D  
Restricted Stock Unit  (4)3/29/2021  A   155     (4) (4)Class A Common Stock 155 $0.00 155 D  
Restricted Stock Unit  (4)3/29/2021  A   19546     (4) (4)Class A Common Stock 19546 $0.00 19546 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 25% of the RSUs vesting on the first Company Quarterly Vesting Date occurring on or following the one-year anniversary of September 15, 2019. 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.
(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 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 December 15, 2019. The remaining 75% vest in equal quarterly installments over the following three years on each Company Quarterly Vesting Date, subject to the Reporting Person's continuous service with the issuer.
(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 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.
(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
Director10% OwnerOfficerOther
Carroll Patrick Harrison
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA 


Chief Medical Officer

Signatures
/s/ Soleil Boughton - Attorney-in-Fact3/31/2021
**Signature of Reporting PersonDate

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