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 *

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)

5/5/2023
(Street)

SAN FRANCISCO, CA 94123
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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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 5/5/2023  S  9133 (1)D$12.0388 (2)426412 D  
Class A Common Stock 5/5/2023  S  9899 (1)D$12.0399 (3)416513 D  
Class A Common Stock 5/8/2023  S  9133 (1)D$11.8267 (4)407380 D  
Class A Common Stock 5/8/2023  S  3833 (1)D$11.8277 (5)403547 D  
Class A Common Stock 5/8/2023  M  19032 (6)A$0.40 422579 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 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
Stock Option (right to buy) $0.4 5/5/2023  M     19032   (7)3/28/2028 Class A Common Stock 19032.0 $0.40 906632 D  

Explanation of Responses:
(1) The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2022 by the Reporting Person.
(2) Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $11.74 - $12.23. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
(3) Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $11.76 - $12.245. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
(4) Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $11.69 - $12.03. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
(5) Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $11.73 - $12.00. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
(6) The stock option exercises reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on December 13, 2022 by the Reporting Person.
(7) Prior to the Company's business combination transaction in 2021, the option represented the right to purchase 2,043,499 shares of Class A common stock of Hims, Inc., with an exercise price of $0.18. Following the Company's business combination transaction in 2021, the option converted into the right to purchase 1,086,723 shares of the Company with an exercise price of $0.40. 100% of the shares subject to the option have vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Baird Melissa
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA 94123


Chief Operating Officer

Signatures
/s/ Alexandra Cotter Wilkins, Attorney-in-Fact5/9/2023
**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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