SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Carroll Patrick Harrison

(Last) (First) (Middle)
2269 CHESTNUT STREET, #523

(Street)
SAN FRANCISCO CA

(City) (State) (Zip)
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 Medical Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/20/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 05/20/2021 M 10,589 A (1) 10,589 D
Class A Common Stock 05/24/2021 S(2) 2,570 D $10.56 8,019 D
Class A Common Stock 06/16/2021 M 5,645 A (3) 13,664 D
Class A Common Stock 06/18/2021 S(2) 1,368 D $12.07 12,296 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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 (Month/Day/Year) 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: 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) 05/20/2021 M 2,492 (4) (4) Class A Common Stock 2,492 $0.00 4,154 D
Restricted Stock Unit (1) 05/20/2021 M 49 (4) (4) Class A Common Stock 49 $0.00 83 D
Restricted Stock Unit (1) 05/20/2021 M 3,461 (5) (5) Class A Common Stock 3,461 $0.00 7,616 D
Restricted Stock Unit (1) 05/20/2021 M 68 (5) (5) Class A Common Stock 68 $0.00 152 D
Restricted Stock Unit (1) 05/20/2021 M 4,431 (6) (6) Class A Common Stock 4,431 $0.00 13,293 D
Restricted Stock Unit (1) 05/20/2021 M 88 (6) (6) Class A Common Stock 88 $0.00 264 D
Restricted Stock Unit (3) 06/16/2021 M 415 (4) (4) Class A Common Stock 415 $0.00 3,739 D
Restricted Stock Unit (3) 06/16/2021 M 8 (4) (4) Class A Common Stock 8 $0.00 75 D
Restricted Stock Unit (3) 06/16/2021 M 692 (5) (5) Class A Common Stock 692 $0.00 6,924 D
Restricted Stock Unit (3) 06/16/2021 M 14 (5) (5) Class A Common Stock 14 $0.00 138 D
Restricted Stock Unit (3) 06/16/2021 M 1,107 (6) (6) Class A Common Stock 1,107 $0.00 12,186 D
Restricted Stock Unit (3) 06/16/2021 M 22 (6) (6) Class A Common Stock 22 $0.00 242 D
Restricted Stock Unit (3) 06/16/2021 M 324 (7) (7) Class A Common Stock 324 $0.00 4,860 D
Restricted Stock Unit (3) 06/16/2021 M 9 (7) (7) Class A Common Stock 9 $0.00 146 D
Restricted Stock Unit (3) 06/16/2021 M 1,221 (7) (7) Class A Common Stock 1,221 $0.00 18,325 D
Restricted Stock Unit (3) 06/16/2021 M 1,670 (7) (7) Class A Common Stock 1,670 $0.00 25,055 D
Restricted Stock Unit (3) 06/16/2021 M 163 (8) (8) Class A Common Stock 163 $0.00 2,451 D
Explanation of Responses:
1. The Reporting Person is hereby disclosing a delinquent Form 4. The Reporting Person's Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on May 20, 2021.
2. The sales reported represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the previously reported vesting and settlement of RSUs. These sales are mandated by the issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
3. The Reporting Person is hereby disclosing a delinquent Form 4. The Reporting Person's RSUs represent a contingent right to receive one share of Class A Common Stock for each RSU. The shares were issued pursuant to vested RSUs released on June 16, 2021.
4. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 25% of the RSUs vesting on the first Company Quarterly Vesting Date occurring on or following the one-year anniversary of September 15, 2019. The remaining 75% vest in equal quarterly installments over the following three years, on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), 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 25% of the RSUs vesting on the first Company Quarterly Vesting Date occurring on or following the one-year anniversary of December 15, 2019. The remaining 75% vest in equal quarterly installments over the following three years on each Company Quarterly Vesting Date, 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 March 15, 2020, subject to the Reporting Person's continuous service with the issuer.
7. 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.
8. The RSUs vest over a 4-year period in substantially equal quarterly installments beginning March 15, 2021, with 6.25% of vesting on each Company Quarterly Vesting Date, subject to the individual's continuous service.
Remarks:
/s/ Soleil Boughton - Attorney-in-Fact 07/22/2021
** 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.
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