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
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Figma, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.00001 per share (Title of Class of Securities) |
316841105 (CUSIP Number) |
09/30/2025 (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)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
Wu-Wallace Family Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CALIFORNIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,730,324.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Note to Rows 5, 6, 7 & 8: * Pursuant to an irrevocable proxy and power of attorney between Dylan Field, Evan Wallace, and the Wu-Wallace Family Trust, Mr. Wallace, as trustee of the Wu-Wallace Family Trust and on behalf of himself, has granted Mr. Field the full power of substitution, as proxy, agent, and attorney-in-fact, with complete and unlimited authority to act, in his sole discretion to vote any number of the 26,730,324 shares of Class B common stock held by the Wu-Wallace Family Trust (the "Wu-Wallace Proxy Shares") at any time and from time to time on all matters submitted to a vote of stockholders at a meeting of stockholders or through the solicitation of a written consent of stockholders and for any contractual voting rights that may be applicable to the Wallace Proxy Shares. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. Note to Row 11: ** Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the percentage of the class was calculated based on (a) 415,909,379 shares of Class A Common Stock outstanding as of October 31, 2025 as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025, and(b) 26,730,324 shares of Class B common stock held by the Wu-Wallace Family Trust (with such shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership pursuant to the Exchange Act).
SCHEDULE 13G
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| CUSIP No. | 316841105 |
| 1 | Names of Reporting Persons
Evan Wallace | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | 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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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
26,740,630.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Note to Rows 5, 6, 7 & 8: * Pursuant to an irrevocable proxy and power of attorney between Dylan Field, Evan Wallace, and the Wu-Wallace Family Trust, Mr. Wallace, as trustee of the Wu-Wallace Family Trust and on behalf of himself, has granted Mr. Field the full power of substitution, as proxy, agent, and attorney-in-fact, with complete and unlimited authority to act, in his sole discretion to vote any number of the (i) the Wu-Wallace Proxy Shares and (ii) 10,306 shares of Class A common stock subject to options that are exercisable within 60 days of June 15, 2025 held by Mr. Wallace (together with the Wu-Wallace Proxy Shares, the "Wallace Proxy Shares"), at any time and from time to time on all matters submitted to a vote of stockholders at a meeting of stockholders or through the solicitation of a written consent of stockholders and for any contractual voting rights that may be applicable to the Wallace Proxy Shares. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. Note to Row 11: ** Pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the percentage of the class was calculated based on (a) 415,909,379 shares of Class A Common Stock outstanding as of October 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025, (b) 10,306 shares of Class Common Stock subject to options held by Evan Wallace that are exercisable within 60 days of October 31, 2025, and (c) 26,730,324 shares of Class B common stock held by the Wu-Wallace Family Trust (with such shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership pursuant to the Exchange Act).
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Figma, Inc. | |
| (b) | Address of issuer's principal executive offices:
(b) The Issuer's principal executive offices are located at 760 Market Street, Floor 10, San Francisco, California, 94102. | |
| Item 2. | ||
| (a) | Name of person filing:
(a) This statement is being filed jointly on behalf of the Wu-Wallace Family Trust, a revocable trust formed under the laws of California (the "Trust") and Evan Wallace, a United States citizen ("Mr. Wallace" and, together with the Trust, the "Reporting Persons"). The Reporting Persons may be deemed to be members of a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filing of this Schedule 13G, however, should not be deemed an admission that the Reporting Persons comprise a group for purposes of Section 13(d)(3). | |
| (b) | Address or principal business office or, if none, residence:
(b) Each Reporting Person's business address is provided below: (i) Trust: 61 Orchard Street, Amesbury Massachusetts, 01913. (ii) Evan Wallace: c/o Nutter, McClennen & Fish, LLP, 155 Seaport Boulevard, Boston, Massachusetts 02210. | |
| (c) | Citizenship:
Trust. The Trust is a revocable trust created for estate planning purposes. Mr. Wallace and Ms. Vivian Wu are co-trustees of the Trust. Pursuant to an irrevocable proxy and power of attorney between Dylan Field, Evan Wallace, and the Wu-Wallace Family Trust, Mr. Wallace, as trustee of the Wu-Wallace Family Trust and on behalf of himself, has granted Mr. Field the full power of substitution, as proxy, agent, and attorney-in-fact, with complete and unlimited authority to act, in his sole discretion to vote any number of the Wallace Proxy Shares at any time and from time to time on all matters submitted to a vote of stockholders at a meeting of stockholders or through the solicitation of a written consent of stockholders and for any contractual voting rights that may be applicable to the Wallace Proxy Shares. Evan Wallace. Pursuant to the Wallace Proxy, Mr. Wallace does not have voting powers, but has sole dispositive power with respect to the Wallace Proxy Shares. Mr. Wallace is a co-founder of the Issuer and his current occupation is a private investor. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $0.00001 per share | |
| (e) | CUSIP No.:
316841105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
(i) The Trust directly owns 26,730,324 of the Class B common stock, par value $0.00001 ("Class B Common Stock"), which represents 6.0% of the outstanding shares of Class A Common Stock (with such Class A shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership pursuant to the Exchange Act). (ii) Mr. Wallace (i) directly beneficially owns 10,306 shares of Class A common stock, par value $0.00001 ("Class A Common Stock") subject to options that are exercisable within 60 days of October 31, 2025, and (ii) is a trustee of the Trust, which directly owns 26,730,324 of the Class B Common Stock, which in the aggregate represents 6.0% of the outstanding shares of Class A Common Stock. | |
| (b) | Percent of class:
See Item 4(a) above. The percent of class was calculated based on (a) 415,909,379 shares of Class A Common Stock outstanding as of October 31, 2025, as reported by the Issuer in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 5, 2025, (b) 10,306 shares of Class Common Stock subject to options held by Evan Wallace that are exercisable within 60 days of October 31, 2025, and (c) 26,730,324 shares of Class B common stock held by the Wu-Wallace Family Trust (with such shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership pursuant to the Exchange Act). %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
The Trust 0 Evan Wallace 0 | ||
| (ii) Shared power to vote or to direct the vote:
The Trust 0 Evan Wallace 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
The Trust 26,730,324 Evan Wallace 26,740,630 | ||
| (iv) Shared power to dispose or to direct the disposition of:
The Trust 0 Evan Wallace 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit "1" attached. The joint filing of this Schedule 13G, however, should not be deemed an admission that the Reporting Persons comprise a group for purposes of Section 13(d)(3). | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
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. |
| 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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Exhibit Information
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EXHIBIT 1 - IDENTITY OF MEMBERS OF GROUP EXHIBIT 2 - JOINT FILING AGREEMENT |