Sec Form 13G Filing - NewView Capital Fund I L.P. filing for Hims & Hers Health Inc. (HIMS) - 2023-02-14

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Schedule 13G
(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b)

(Amendment No. ___________)*

 

Hims & Hers Health, Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.0001

(Title of Class of Securities)

 

433000106

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨Rule 13d-1(b)

 

¨Rule 13d-1(c)

 

xRule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

(Continued on following pages)

 

Page 1 of 12

 

Exhibit Index on Page 11

 

 

 

 

 

 

CUSIP # 433000106Page 2 of 12

 

1 NAME OF REPORTING PERSONS                 NewView Capital Fund I, L.P. (“NVC Fund I”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)         ¨         (b)         x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
5,053,698 shares, except that NewView Capital Partners I, LLC (“NVC Partners I”), the general partner of NVC Fund I, may be deemed to have sole power to vote these shares, and Ravi Viswanathan (“Viswanathan”), the managing member of NVC Partners I, may be deemed to have sole power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

5,053,698 shares, except that NVC Partners I, the general partner of NVC Fund I, may be deemed to have sole power to dispose of these shares, and Viswanathan, the managing member of NVC Partners I, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,053,698
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 2.5%
12 TYPE OF REPORTING PERSON PN

 

 

 

 

CUSIP # 433000106Page 3 of 12

 

1 NAME OF REPORTING PERSONS                 NewView Capital Partners I, LLC (“NVC Partners I”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)         ¨         (b)         x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
5,053,698 shares, all of which shares are directly owned by NewView Capital Fund I, L.P. (“NVC Fund I”).  NVC Partners I, the general partner of NVC Fund I, may be deemed to have sole power to vote these shares, and Ravi Viswanathan (“Viswanathan”), the managing member of NVC Partners I, may be deemed to have sole power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

5,053,698 shares, all of which shares are directly owned by NVC Fund I.  NVC Partners I, the general partner of NVC Fund I, may be deemed to have sole power to dispose of these shares, and Viswanathan, the managing member of NVC Partners I, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,053,698
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 2.5%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP # 433000106Page 4 of 12

 

1 NAME OF REPORTING PERSONS                 NewView HMS SPV, LLC (“HMS SPV”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)         ¨         (b)         x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
9,663,356 shares, except that NewView HMS SPV Partners, LLC (“HMS Partners”), the managing member of HMS SPV, may be deemed to have sole power to vote these shares, and Ravi Viswanathan (“Viswanathan”), the managing member of HMS Partners, may be deemed to have sole power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

9,663,356 shares, except that HMS Partners, the managing member of HMS SPV, may be deemed to have sole power to dispose of these shares, and Viswanathan, the managing member of HMS Partners, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,663,356
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.8%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP # 433000106Page 5 of 12

 

1 NAME OF REPORTING PERSONS                 NewView HMS SPV Partners, LLC (“HMS Partners”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)         ¨         (b)         x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
9,663,356 shares, all of which shares are directly owned by NewView HMS SPV, LLC (“HMS SPV”).  HMS Partners, the managing member of HMS SPV, may be deemed to have sole power to vote these shares, and Ravi Viswanathan (“Viswanathan”), the managing member of HMS Partners, may be deemed to have sole power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

9,663,356 shares, all of which shares are directly owned by HMS SPV.  HMS Partners, the managing member of HMS SPV, may be deemed to have sole power to dispose of these shares, and Viswanathan, the managing member of HMS Partners, may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,663,356
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 4.8%
12 TYPE OF REPORTING PERSON OO

 

 

 

 

CUSIP # 433000106Page 6 of 12

 

1 NAME OF REPORTING PERSONS                 Ravi Viswanathan (“Viswanathan”)
2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a)         ¨         (b)         x

3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH REPORTING
PERSON
WITH		 5

SOLE VOTING POWER
14,717,054 shares, 9,663,356 of which are directly owned by NewView HMS SPV, LLC (“HMS SPV”) and 5,053,698 of which are directly owned by NewView Capital Fund I, L.P. (“NVC Fund I”).  Viswanathan is the managing member of NewView Capital Partners I, LLC (“NVC Partners I”), which is the general partner of NVC Fund I, and NewView HMS SPV Partners, LLC (“HMS Partners”), which is the managing member of HMS SPV.  Viswanathan may be deemed to have sole power to vote these shares.

6 SHARED VOTING POWER
See response to row 5.
7

SOLE DISPOSITIVE POWER

14,717,054 shares, 9,663,356 of which are directly owned by HMS SPV and 5,053,698 of which are directly owned by NVC Fund I.  Viswanathan is the managing member of NVC Partners I, which is the general partner of NVC Fund I, and HMS Partners, which is the managing member of HMS SPV.  Viswanathan may be deemed to have sole power to dispose of these shares.

8 SHARED DISPOSITIVE POWER
See response to row 7.
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,717,054
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

 7.4%
12 TYPE OF REPORTING PERSON IN

 

 

 

 

CUSIP # 433000106Page 7 of 12

 

ITEM 1(A).NAME OF ISSUER

 

Hims & Hers Health, Inc. (the “Issuer”)

 

ITEM 1(B).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES

 

2269 Chestnut Street, #523

San Francisco, CA 94123

 

ITEM 2(A).NAME OF PERSONS FILING

 

This Schedule is filed by NewView Capital Fund I, L.P., a Delaware limited partnership (“NVC Fund I”), NewView Capital Partners I, LLC, a Delaware limited liability company (“NVC Partners I”), NewView HMS SPV, LLC, a Delaware limited liability company (“HMS SPV), NewView HMS SPV Partners, LLC, a Delaware limited liability company (“HMS Partners”), and Ravi Viswanathan (“Viswanathan”). The foregoing entities and individuals are collectively referred to as the “Reporting Persons.”

 

ITEM 2(B).ADDRESS OF PRINCIPAL OFFICE

 

The address for each of the Reporting Persons is:

 

c/o NewView Capital Management, LLC

1201 Howard Avenue, Suite 101
Burlingame, California 94010

 

ITEM 2(C).CITIZENSHIP

 

See Row 4 of cover page for each Reporting Person.

 

ITEM 2(D).TITLE OF CLASS OF SECURITIES

 

Class A Common Stock, par value $0.0001

 

ITEM 2(E)CUSIP NUMBER

 

433000106

 

ITEM 3.If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

Not applicable.

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the Common Stock of the Issuer by the persons filing this Statement is provided as of December 31, 2022 (based on 199,361,069 shares of Class A common stock outstanding as of November 4, 2022 as reported by the Issuer in its Form 10-Q for the quarterly period ended September 30, 2022):

 

 

 

 

CUSIP # 433000106Page 8 of 12

 

(a)Amount beneficially owned:

 

See Row 9 of cover page for each Reporting Person.

 

(b)Percent of Class:

 

See Row 11 of cover page for each Reporting Person.

 

(c)Number of shares as to which such person has:

 

(i)Sole power to vote or to direct the vote:

 

See Row 5 of cover page for each Reporting Person.

 

(ii)Shared power to vote or to direct the vote:

 

See Row 6 of cover page for each Reporting Person.

 

(iii)Sole power to dispose or to direct the disposition of:

 

See Row 7 of cover page for each Reporting Person.

 

(iv)Shared power to dispose or to direct the disposition of:

 

See Row 8 of cover page for each Reporting Person.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable.

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

 

Under certain circumstances set forth in the limited partnership agreement of NVC Fund I, the limited liability company agreement of NVC Partners I, the limited liability company agreement of HMS SPV, or the limited liability company agreement of HMS Partners, the partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from the sale of, shares of the Issuer directly or indirectly owned by each such entity of which they are a partner or member.

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

Not applicable.

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

 

Not applicable

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP.

 

Not applicable

 

 

 

 

CUSIP # 433000106Page 9 of 12

 

ITEM 10.CERTIFICATION.

 

Not applicable

 

 

 

 

CUSIP # 433000106Page 10 of 12

 

SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 14, 2023

 

  NEWVIEW CAPITAL FUND I, L.P.
   
  By: NEWVIEW CAPITAL PARTNERS I, LLC
  Its: General Partner
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan
  Title: Managing Member
   
   
  NEWVIEW CAPITAL PARTNERS I, LLC
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan
  Title: Managing Member
   
   
  NEWVIEW HMS SPV, LLC
   
  By: NEWVIEW HMS SPV Partners, LLC
  Its: Managing Member
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan
  Title: Managing Member
   
   
  NEWVIEW HMS SPV Partners, LLC
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan
  Title: Managing Member
   
   
  RAVI VISWANATHAN
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan

 

 

 

 

CUSIP # 433000106Page 11 of 12

 

EXHIBIT INDEX

 

  Found on
Sequentially
Exhibit Numbered Page
   
Exhibit A:  Agreement of Joint Filing 12

 

 

 

 

CUSIP # 433000106Page 12 of 12

 

exhibit A

 

Agreement of Joint Filing

 

The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock of the Issuer shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G.

 

Date: February 14, 2023

 

  NEWVIEW CAPITAL FUND I, L.P.
   
  By: NEWVIEW CAPITAL PARTNERS I, LLC
  Its: General Partner
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan
  Title: Managing Member
   
   
  NEWVIEW CAPITAL PARTNERS I, LLC
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan
  Title: Managing Member
   
   
  NEWVIEW HMS SPV, LLC
   
  By: NEWVIEW HMS SPV Partners, LLC
  Its: Managing Member
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan
  Title: Managing Member
   
   
  NEWVIEW HMS SPV Partners, LLC
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan
   
   
  RAVI VISWANATHAN
   
  By: /s/ Ravi Viswanathan
  Name: Ravi Viswanathan