Sec Form 4 Filing - Institutional Venture Management XIII, LLC @ Honest Company, Inc. - 2021-07-01

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
Institutional Venture Management XIII, LLC
2. Issuer Name and Ticker or Trading Symbol
Honest Company, Inc. [ HNST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
300 SAND HILL ROAD, BUILDING 2,, SUITE 250
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2021
(Street)
MENLO PARK, CA94025
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
Common Stock (RSUs) 07/01/2021 J( 1 )( 2 ) 2,039 A $ 0 14,488 I By Institutional Venture Management XIII, LLC ( 3 )
Common Stock 11,596,904 I By Institutional Venture Partners XIII, L.P. ( 4 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Institutional Venture Management XIII, LLC
300 SAND HILL ROAD, BUILDING 2,
SUITE 250
MENLO PARK, CA94025
X
Institutional Venture Partners XIII, L.P.
300 SAND HILL ROAD, BUILDING 2,
SUITE 250
MENLO PARK, CA94025
X
Chaffee Todd C
300 SAND HILL ROAD, BUILDING 2,
SUITE 250
MENLO PARK, CA94025
X
FOGELSONG NORMAN A
300 SAND HILL ROAD, BUILDING 2,
SUITE 250
MENLO PARK, CA94025
X
Harrick Stephen J
300 SAND HILL ROAD, BUILDING 2,
SUITE 250
MENLO PARK, CA94025
X
Miller J Sanford
300 SAND HILL ROAD, BUILDING 2,
SUITE 250
MENLO PARK, CA94025
X
Phelps Dennis B
300 SAND HILL ROAD, BUILDING 2,
SUITE 250
MENLO PARK, CA94025
X
Signatures
Institutional Venture Management XIII, LLC By: /s/ Tracy Hogan,Attorney-In-Fact 10/01/2021
Signature of Reporting Person Date
Institutional VenturePartners XIII, L.P. By: Institutional Venture Management XIII, LLC,its General Partner By: /s/Tracy Hogan, Attorney-In-Fact 10/01/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Todd C. Chaffee 10/01/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Norman A. Fogelsong 10/01/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Stephen J. Harrick 10/01/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact J. Sanford Miller 10/01/2021
Signature of Reporting Person Date
/s/ Tracy Hogan, Attorney-In-Fact Dennis B. Phelps 10/01/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Issuer's Non-Employee Director Compensation Policy, directors may elect to receive an award of restricted stock units (RSUs) in lieu of an annual cash retainer for their service on the board. In accordance with the Eric Liaw's election, Mr. Liaw was issued the RSUs for the portion of the annual retainer for the last two quarters of fiscal 2021. The RSUs vest in two installments on September 30, 2021 and December 31, 2021 and are payable in an equivalent number of shares of the Issuer's Common Stock.
( 2 )Eric Liaw has entered into a Director Compensation Assignment Agreement, pursuant to which he has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XIII, LLC ("IVM XIII").
( 3 )The shares are held of record or beneficially by IVM XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, Jr. as the managing directors of IVM XIII, may be deemed to have shared beneficial ownership with respect to the shares held of record or beneficially by IVM XIII. Each of the foregoing entities and individuals disclaims beneficial ownership of the securities reported herein, except to the extent of its or his respective pecuniary interest therein.
( 4 )The shares are held of record by Institutional Venture Partners XIII, L.P. ("IVP XIII"). Institutional Venture Management XIII LLC ("IVM XIII") is the general partner of IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, Jr. as the managing directors of IVM XIII, may be deemed to have shared voting and dispositive power with respect to the shares held by IVP XIII. Each of IVM XIII and the managing directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or his respective pecuniary interest therein.

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