FORM 4
[X] 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 *

Institutional Venture Management XV, LLC
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                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250
3. Date of Earliest Transaction (MM/DD/YYYY)

3/2/2023
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ 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 3/2/2023  J(1)  2486770 D$0.00 7668334 (2)I By Institutional Venture Partners XV, L.P. (3)
Class A Common Stock 3/2/2023  J(4)  13188 D$0.00 40786 I By Institutional Venture Partners XV Executive Fund, L.P. (5)
Class A Common Stock 3/2/2023  J(6)  2500000 D$0.00 7709091 (7)I By Institutional Venture Partners XVI, L.P. (8)
Class A Common Stock 3/2/2023  J(9)  537143 A$0.00 537143 (2)D (10) 
Class A Common Stock 3/2/2023  J(11)  537143 D$0.00 0 D (10) 
Class A Common Stock 3/2/2023  J(12)  33180 A$0.00 33180 I By IVP Executive Fund XVI, LLC (13)
Class A Common Stock 3/2/2023  J(12)  62500 A$0.00 62500 (7)I By Institutional Venture Management XVI, LLC (14)
Class A Common Stock 3/2/2023  J(15)  62500 D$0.00 0 I By Institutional Venture Management XVI, LLC (14)

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

Explanation of Responses:
(1) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Institutional Venture Partners XV, L.P. ("IVP XV") to its general partner and limited partners without additional consideration.
(2) The shares held by Institutional Venture Management XV, LLC ("IVM XV") prior to the transactions reported herein reflect the transfer of shares from IVM XV to IVP XV, which shares were previously held by IVM XV for the benefit of IVP XV and such transfer did not constitute a change in beneficial ownership.
(3) Shares are held by IVP XV. IVM XV is the sole general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, J. Sanford Miller, Dennis B. Phelps and Jules A. Maltz (collectively, the "Managing Directors") are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. Each of IVM XV and the Managing Directors disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.
(4) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF") to its limited partners without additional consideration.
(5) Shares are held by IVP XV EF. IVM XV is the sole general partner of IVP XV EF. The Managing Directors are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV EF. Each of IVM XV and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.
(6) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Institutional Venture Partners XVI, L.P. ("IVP XVI") to its general partner and limited partners without additional consideration.
(7) The shares held by Institutional Venture Management XVI, LLC ("IVM XVI") prior to the transactions reported herein reflect the transfer of shares from IVM XVI to IVP XVI, which shares were previously held by IVM XVI for the benefit of IVP XVI and such transfer did not constitute a change in beneficial ownership.
(8) Shares are held by IVP XVI. IVM XVI is the sole general partner of IVP XVI. The Managing Directors are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Each of IVM XVI and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.
(9) Represents receipt of shares in the distribution in kind described in footnote (1).
(10) Shares are held by IVM XV. The Managing Directors are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVM XV except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.
(11) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVM XV to its members without additional consideration.
(12) Represents receipt of shares in the distribution in kind described in footnote (6).
(13) Shares are held by IVP Executive Fund XVI, LLC ("IVP XVI EF"). IVM XVI is the manager of IVP XVI EF. The Managing Directors are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI EF. IVM XVI and each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XVI EF except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.
(14) Shares are held by IVM XVI. The Managing Directors are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVM XVI. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVM XVI except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.
(15) Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVM XVI to its members without additional consideration.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Institutional Venture Management XV, LLC
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA 94025

X

Institutional Venture Management XVI, LLC
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA 94025

X

Institutional Venture Partners XV, L.P.
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA 94025

X

Institutional Venture Partners XV Executive Fund, L.P.
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA 94025

X

Institutional Venture Partners XVI, L.P.
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA 94025

X

IVP Executive Fund XVI, LLC
3000 SAND HILL ROAD BLDG. 2, SUITE 250
MENLO PARK, CA 94025

X


Signatures
Institutional Venture Management XV, LLC, By: /s/ Tracy Hogan, Attorney-In-Fact3/6/2023
**Signature of Reporting PersonDate

Institutional Venture Management XVI, LLC, By: /s/ Tracy Hogan, Attorney-In-Fact3/6/2023
**Signature of Reporting PersonDate

Institutional Venture Partners XV, L.P., By: /s/ Tracy Hogan, Attorney-In-Fact3/6/2023
**Signature of Reporting PersonDate

Institutional Venture Partners XV Executive Fund, L.P., By: /s/ Tracy Hogan, Attorney-In-Fact3/6/2023
**Signature of Reporting PersonDate

Institutional Venture Partners XVI, L.P., By: /s/ Tracy Hogan, Attorney-In-Fact3/6/2023
**Signature of Reporting PersonDate

IVP XVI Executive Fund, LLC, By: /s/Tracy Hogan, Attorney-In-Fact3/6/2023
**Signature of Reporting PersonDate


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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