Statement of Changes in Beneficial Ownership (4)
January 31 2022 - 12:31PM
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).
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
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1. Name and Address of Reporting Person
*
SAUNDERS BRENT L |
2. Issuer Name and Ticker or Trading Symbol
Beauty Health Co
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SKIN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) __X__ 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)
1/27/2022 |
(Street)
LONG BEACH, CA 90806
(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 | 1/27/2022 | | F | | 6812 (1) | D | $12.24 | 5557685 | D | |
Class A Common Stock | | | | | | | | 1681771 | I | By Triplet (2) |
Class A Common Stock | | | | | | | | 1121180 | I | By Trust (3) |
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 |
Explanation of Responses: |
(1) | On December 31, 2021, 30,963 restricted stock units vested in full. All of the shares reported as disposed of in this Form 4 represents the number of shares of Class A Common Stock that have been withheld by the issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of the restricted stock units and does not represent a sale. |
(2) | Represents securities held by Triplet Enterprises III, LLC ("Triplet") after the BLS Distribution. The reporting person is the managing member of Triplet BLS and may be deemed to beneficially own the securities held by Triplet, but disclaims beneficial ownership of such securities except to any pecuniary interest he may have therein. |
(3) | Represents securities held by the Saunders Family Trust ("Trust"). The reporting person has voting and dispositive control over these securities and thus the reporting person may be deemed to beneficially own the securities held by Trust, but disclaims beneficial ownership of such securities except to any pecuniary interest he may have therein. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
SAUNDERS BRENT L C/O THE BEAUTY HEALTH COMPANY 2165 SPRING STREET LONG BEACH, CA 90806 | X |
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| Executive Chairman |
Signatures
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/s/ Brenton L. Saunders | | 1/31/2022 |
**Signature of Reporting Person | Date |
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