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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Hims & Hers Health, Inc. (Name of Issuer) |
Class A common stock, $0.0001 par value per share (Title of Class of Securities) |
433000106 (CUSIP Number) |
Andrew Dudum 2269 Chestnut Street, #523, San Francisco, CA, 94123 415-851-0195 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/07/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
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).
SCHEDULE 13D
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| CUSIP No. | 433000106 |
| 1 |
Name of reporting person
Andrew Dudum | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
23,820,905.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
10.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. Includes (i) 9,333,039 shares of Class A Common Stock held by trusts affiliated with the Reporting Person, (ii) 92,313 shares of Class A Common Stock held directly by the Reporting Person, (iii) 8,377,623 shares of Class V Common Stock held by trusts affiliated with the Reporting Person, (iv) 164,368 shares of Class A Common Stock underlying restricted stock units expected to settle within 60 days, (v) 5,643,186 shares of Class A Common Stock underlying stock options exercisable within 60 days of the date of this Schedule 13D held by the Reporting Person, (vi) 80,023 shares of Class A Common Stock underlying stock options that are not exercisable within 60 days of the date of this Schedule 13D, but which are subject to service-based vesting over a four-year period, with approximately 4,468 options vesting per month through April 2027, and (vii) 130,353 shares of Class A Common Stock underlying stock options that are not exercisable within 60 days of the date of this Schedule 13D, but which are subject to service-based vesting over a four-year period, with approximately 21,725 options vesting per month through March 2026. Excludes 1,296,568 shares of Class A Common Stock underlying restricted stock units not expected to settle within 60 days. 2. All shares of Class V Common Stock will convert automatically into an equal number of shares of Class A Common Stock (i) upon any transfer of shares of Class V Common Stock, with limited exceptions and (ii) upon adoption of a resolution by the Board at any time on or after the one-year anniversary of the date that both t
rigger conditions, as such conditions are described in the Issuer's Certificate of Incorporation, dated as of January 20, 2021, are satisfied. 3. Percentage is calculated based on 231,873,143 shares of Class A Common Stock, which is the sum of (i) 217,641,958 shares of Class A Common Stock of the Issuer outstanding as of August 1, 2025, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission (the "Commission") on August 4, 2025, plus (ii) 8,377,623 shares of Class V Common Stock of the Issuer outstanding, (iii) 164,368 shares of Class A Common Stock underlying restricted stock units expected to settle within 60 days, (iv) 5,643,186 shares of Class A Common Stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date of this Schedule 13D, and (v) 210,376 shares of Class A Common Stock underlying stock options held by the Reporting Person that are not exercisable within 60 days of the date of this Schedule 13D. The Reporting Person beneficially owns 10.3% of the outstanding shares of Class A Common Stock (assuming exercise of all outstanding stock options and conversion of all outstanding shares of Class V held by the Reporting Person) and 100% of the outstanding Class V Common Stock.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A common stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Hims & Hers Health, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2269 Chestnut Street, #523, San Francisco,
CALIFORNIA
, 94123. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D relates to the Class A Common Stock, $0.0001 par value per share (Class A Common Stock) of Hims & Hers Health, Inc. (Issuer), and amends and supplements the initial statement on Schedule 13D filed by the Reporting Person with the Commission on February 1, 2021, as amended by Amendment No. 1 filed with the Commission on December 15, 2021 and Amendment No. 2 filed with the Commission on October 25, 2024 (collectively, the Original Schedule 13D and, as so amended and supplemented, the Statement). This Statement is being filed by the Reporting Person. Only those items that are hereby reported are amended; all other items reported in the Original Schedule 13D remain unchanged. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. Capitalized terms not defined in this Amendment No. 3 have the meanings ascribed to them in the Original Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Andrew Dudum, an individual ( "Reporting Person"). | |
| (b) | The business address of Reporting Person is c/o Hims & Hers Health, Inc., 2269 Chestnut Street, #523, San Francisco, California, 94123. | |
| (c) | The Reporting Person is the Chief Executive Officer and a member of the Board of Directors of the Issuer. | |
| (d) | During the last five years, Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | During the last five years, Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding has been or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | The Reporting Person is a citizen of the United States of America. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information set forth in Item 3 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 4. | Purpose of Transaction | |
The information set forth in Item 4 of the Original Schedule 13D is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See Items 7-11 of the cover pages of this Amendment No. 1. | |
| (b) | See Items 7-11 of the cover pages of this Amendment No. 1. | |
| (c) | The transactions in the securities of the Issuer by the Reporting Person since the sixtieth day prior to the date of the event requiring the filing of this Amendment No. 3 are set forth in Schedule A hereto and are incorporated herein by reference. | |
| (d) | To the best knowledge of the Reporting Person, no person other than the Reporting Person or his affiliated trusts has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of the shares of Class A Common Stock reported herein. | |
| (e) | Not applicable | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information set forth in Item 6 of the Original Schedule 13D is incorporated herein by reference. | ||
| SIGNATURE | |
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.
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