Statement of Changes in Beneficial Ownership (4)
September 19 2022 - 07:44PM
Edgar (US Regulatory)
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 * Baird
Melissa |
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 Operating Officer |
(Last)
(First)
(Middle)
2269 CHESTNUT STREET, #523 |
3. Date of Earliest Transaction (MM/DD/YYYY)
9/15/2022
|
(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) |
Code |
V |
Amount |
(A) or (D) |
Price |
Class A Common Stock |
9/15/2022 |
|
M |
|
36278 |
A |
(1) |
462395 |
D |
|
Class A Common Stock |
9/15/2022 |
|
F |
|
8828 (2) |
D |
$6.03 |
453567 |
D |
|
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) |
Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
14 |
(3) |
(3) |
Class A Common Stock |
14.0 |
$0 |
69 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
692 |
(3) |
(3) |
Class A Common Stock |
692.0 |
$0 |
3462 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
4763 |
(4) |
(4) |
Class A Common Stock |
4763.0 |
$0 |
28579 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
95 |
(4) |
(4) |
Class A Common Stock |
95.0 |
$0 |
569 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
1221 |
(5) |
(5) |
Class A Common Stock |
1221.0 |
$0 |
12217 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
811 |
(5) |
(5) |
Class A Common Stock |
811.0 |
$0 |
8115 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
48 |
(5) |
(5) |
Class A Common Stock |
48.0 |
$0 |
486 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
1625 |
(5) |
(5) |
Class A Common Stock |
1625.0 |
$0 |
16257 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
8296 |
(5) |
(5) |
Class A Common Stock |
8296.0 |
$0 |
82952 |
D |
|
Restricted Stock Unit |
(1) |
9/15/2022 |
|
M |
|
|
18713 |
(6) |
(6) |
Class A Common Stock |
18713.0 |
$0 |
261976 |
D |
|
Explanation of
Responses: |
(1) |
The Restricted Stock Units
("RSUs") 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 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. |
(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 March 15, 2020,
subject to the 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, 2021,
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 June 15, 2022, subject
to the Reporting Person's continuous service with the
issuer. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Baird Melissa
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA 94123 |
|
|
Chief Operating Officer |
|
Signatures
|
/s/ Alexandra Cotter Wilkins,
Attorney-in-Fact |
|
9/19/2022 |
**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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