Sec Form 4 Filing - Chi Michael @ Hims & Hers Health, Inc. - 2023-03-15

Insider filing report for Changes in Beneficial Ownership
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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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Chi Michael
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 Marketing Officer
(Last) (First) (Middle)
2269 CHESTNUT STREET, #523
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2023
(Street)
SAN FRANCISCO, CA94123
4. If Amendment, Date Original Filed (MM/DD/YY)
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)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 03/15/2023 M 40,853 A 126,910 D
Class A Common Stock 03/15/2023 F 14,726 ( 2 ) D $ 9.01 112,184 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 $ 0 03/15/2023 M 15,000 ( 3 ) ( 3 ) Class A Common Stock 15,000 $ 0 135,000 D
Restricted Stock Unit $ 0 03/15/2023 M 9,357 06/15/2022 ( 4 ) Class A Common Stock 9,357 $ 0 112,275 D
Restricted Stock Unit $ 0 03/15/2023 M 16,496 12/15/2022 ( 5 ) Class A Common Stock 16,496 $ 0 230,938 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chi Michael
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA94123
Chief Marketing Officer
Signatures
/s/ Alexandra Cotter Wilkins, Attorney-in-Fact 03/17/2023
Signature of Reporting Person Date
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 25% of the RSUs vesting on June 15, 2022, and the remaining 75% of the RSUs vesting insubstantially equal quarterly installments over the following 3 years, on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date") occurring thereafter.
( 4 )The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with with 6.25% of the RSUs vesting 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 with 6.25% of the RSUs vesting on each Company Quarterly Vesting Date occurring on or after December 15, 2022.

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).

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