Statement of Changes in Beneficial Ownership (4)
June 20 2023 - 4:53PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
*
Baird Melissa |
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc.
[
HIMS
]
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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)
6/15/2023 |
(Street)
SAN FRANCISCO, CA 94123 |
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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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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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.
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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 | 6/15/2023 | | M | | 52572 | A | (1) | 474832 | D | |
Class A Common Stock | 6/15/2023 | | F | | 20682 (2) | D | $8.80 | 454150 | D | |
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 |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 16297 | (3) | (3) | Class A Common Stock | 16297 | $0 | 244459 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 18712 | (4) | (4) | Class A Common Stock | 18712 | $0 | 205839 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 811 | (5) | (5) | Class A Common Stock | 811 | $0 | 5681 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 48 | (5) | (5) | Class A Common Stock | 48 | $0 | 340 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 8295 | (5) | (5) | Class A Common Stock | 8295 | $0 | 58067 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 1625 | (5) | (5) | Class A Common Stock | 1625 | $0 | 11380 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 1221 | (5) | (5) | Class A Common Stock | 1221 | $0 | 8552 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 94 | (6) | (6) | Class A Common Stock | 94 | $0 | 285 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 4763 | (6) | (6) | Class A Common Stock | 4763 | $0 | 14290 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 692 | (7) | (7) | Class A Common Stock | 692 | $0 | 1385 | D | |
Restricted Stock Unit | (1) | 6/15/2023 | | M | | | 14 | (7) | (7) | Class A Common Stock | 14 | $0 | 28 | 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 4-year period, with the RSUs vesting in substantially equal quarterly installments on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), with the first such vesting date on June 15, 2023. |
(4) | The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after June 15, 2022. |
(5) | The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after March 15, 2021. |
(6) | The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after March 15, 2020. |
(7) | The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after December 15, 2019. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Baird Melissa 2269 CHESTNUT STREET, #523 SAN FRANCISCO, CA 94123 |
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| Chief Operating Officer |
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Signatures
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/s/ Alexandra Cotter Wilkins, Attorney-in-Fact | | 6/20/2023 |
**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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