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 *

SAUNDERS BRENT L
2. Issuer Name and Ticker or Trading Symbol

Beauty Health Co [ SKIN ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

C/O THE BEAUTY HEALTH COMPANY, 2165 SPRING STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

5/6/2021
(Street)

LONG BEACH, CA 90806
(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
Class A Common Stock 5/4/2021  M  11500000 A$0.00 11500000 I See footnote (1)

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
Class B Common Stock $0.00 5/4/2021  M   11500000     (1) (1)Class A Common Stock 11500000 $0.00 0 I See footnote (1)
Stock Options (right to buy) (2)$12.85 5/6/2021  A   1860000     (2)5/6/2031 Common Stock 1860000 $0.00 1860000 D  

Explanation of Responses:
(1) The shares of Class B Common Stock converted into shares of Class A Common Stock on a one-for one basis upon the issuer's consummation of its initial business combination. The securities reported are held of record by BLS Investor Group, LLC. The reporting person is the managing member of BLS Investor Group, LLC. As such, the reporting person may be deemed to have beneficial ownership of the securities beneficially owned by BLS Investor Group, LLC. The reporting person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly.
(2) Represents a grant of stock options under The Beauty Health Company 2021 Incentive Award Plan. Subject to accelerated vesting in certain circumstances, twenty-five percent (25%) of the stock options are scheduled to vest on each of the first four anniversaries of May 6, 2021, as long as the reporting person remains in the service of The Beauty Health Company through the applicable vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SAUNDERS BRENT L
C/O THE BEAUTY HEALTH COMPANY
2165 SPRING STREET
LONG BEACH, CA 90806
X
Executive Chairman

Signatures
/s/ Brenton L. Saunders5/10/2021
**Signature of Reporting PersonDate

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