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"
- Peter Lynch
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- Peter Lynch
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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 § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2.
(Amendment No. 2)*
Hims & Hers Health, Inc.
(Name of Issuer)
Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)
433000 106
(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:
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☐
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Rule 13d-1(b)
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☒
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Rule 13d-1(c)
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Rule 13d-1(d)
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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 the disclosures provided in a prior cover page.
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The information required in 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).
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CUSIP NO.
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433000 106
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Schedule 13G
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See response in row 7.
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1
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NAMES OF REPORTING PERSONS
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Jack Abraham
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
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(a)
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(b)
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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;
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United States
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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11,944,2841
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6
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SHARED VOTING POWER
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-0-
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7
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SOLE DISPOSITIVE POWER
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11,944,2841
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8
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SHARED DISPOSITIVE POWER
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-0-
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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11,944,2841
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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6.0%2
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12
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TYPE OF REPORTING PERSON*
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IN
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&#
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Consists of (i) 93,095 shares of Class A Common Stock held by Atomic Incentives, LLC (“Incentives”), (ii) 434,639 shares of Class A Common Stock held by Atomic Labs I, L.P. (“Labs I”), (iii)
324,888 shares of Class A Common Stock held by Atomic Labs I-B, L.P. (“Labs I-B”), (iv) 5,789,801 shares of Class A Common Stock held by The Jack Abraham Living Trust (“Living Trust”), (v) 2,541,668 shares of Class A Common Stock held
by The Jack Abraham 2020 Irrevocable Trust A (“Abraham Trust”), and (vi) 2,760,303 shares of Class A Common Stock held by Atomic Labs II, L.P. (“Labs II”). Mr. Abraham is the sole manager of Atomic Labs, LLC, which is the sole member of
Incentives and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Incentives. Mr. Abraham is the sole managing member of Atomic Labs GP I, LLC, which is the general partner of Labs I and
Labs I-B and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Labs I and Labs I-B. Mr. Abraham may be deemed to hold voting and dispositive power with respect to the securities held by
Living Trust. Mr. Abraham may be deemed to hold voting and dispositive power with respect to the securities held by Abraham Trust. Mr. Abraham is a managing member of Atomic GP II, LLC, which is the general partner of Labs II and, as
such, may be deemed to hold voting and dispositive power with respect to the securities held by Labs II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities held by entities
affiliated with him except to the extent of his indirect pecuniary interest therein, if any.
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The percentage calculation is based on a total of 199,361,069 shares of Class A Common Stock outstanding as of November 4, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q
filed with the Securities and Exchange Commission on November 7, 2022.
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Item 1 (a)
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Name of Issuer:
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Hims & Hers Health, Inc. (the “Issuer”)
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Item 1 (b)
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Address of Issuer's Principal Executive Offices:
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2269 Chestnut Street, #523, San Francisco, California 94123
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Item 2 (a)
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Name of Person Filing:
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Jack Abraham
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(b)
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Address of Principal Business Office or, if none, Residence:
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c/o Atomic Labs, LLC, 215 NW 24th Street, Suite 400, Miami, FL 33127 |
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Citizenship:
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See Row 4 of cover page for the Reporting Person
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(d)
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Title of Class of Securities:
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Class A Common Stock, par value $0.0001 (“Class A Common Stock”)
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(e)
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CUSIP No.:
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433000 106
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Item 3
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b), check whether the person filing is a:
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Not Applicable
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Item 4 (a)
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Ownership
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The following information with respect to the ownership of the Class A Common Stock of the Issuer by the person filing this Statement is provided as of December 31, 2022:
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(a)
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Amount beneficially owned: See Row 9 of cover page for the Reporting Person.
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(b)
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(c)
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Number of shares as to which such person has:
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(i)
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Sole power to vote or direct the vote: See Row 5 of cover page for the Reporting Person.
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(ii)
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Shared power to vote or direct the vote: See Row 6 of cover page for the Reporting Person.
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(iii)
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Sole power to dispose or direct the disposition: See Row 7 of cover page for the Reporting Person.
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(iv)
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Shared power to dispose or direct the disposition: See Row 8 of cover page for the Reporting Person.
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Item 5
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Ownership of Five Percent or Less of a Class:
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Not applicable.
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Item 6
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Ownership of More Than Five Percent on Behalf of Another Person:
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Not applicable.
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Item 7
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not applicable.
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Item 8
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Identification and Classification of Members of the Group:
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Not applicable.
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Item 9
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Notice of Dissolution of Group:
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Not applicable.
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Item 10
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Certification:
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By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under § 240.14a-11.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2023
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JACK ABRAHAM
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By:
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/s/ Jack Abraham
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Name:
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Jack Abraham
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