Sec Form 4 Filing - Green Kristen @ Hims & Hers Health, Inc. - 2021-01-20

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
Green Kristen
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2269 CHESTNUT STREET, #523
3. Date of Earliest Transaction (MM/DD/YY)
01/20/2021
(Street)
SAN FRANCISCO, CA94123
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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
Class A Common Stock 01/20/2021 A 827,634 A 827,634 I Held by Forerunner Builders II, L.P. ( 9 )
Class A Common Stock 01/20/2021 A 8,914,715 A 8,914,715 I Held by Forerunner Partners III, L.P. ( 9 )
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
Warrant (right to buy) $ 11.5 01/20/2021 A 4,628 ( 4 ) 01/20/2026 Class A Common Stock 4,628 $ 0 4,628 I Held by Forerunner Builders II, L.P. ( 9 )
Warrant (right to buy) $ 11.5 01/20/2021 A 49,850 ( 4 ) 01/20/2026 Class A Common Stock 49,850 $ 0 49,850 I Held by Forerunner Partners III, L.P. ( 9 )
Restricted Stock Unit ( 5 ) 01/20/2021 A 35,627 ( 6 ) ( 6 ) Class A Common Stock 35,627 $ 0 35,627 D
Restricted Stock Unit ( 7 ) 01/20/2021 A 3,485 ( 8 ) ( 8 ) Class A Common Stock 3,485 $ 0 3,485 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Green Kristen
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA94123
X
Signatures
/s/Soleil Boughton, Attorney-in-Fact 01/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the merger described in that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the "Merger"), by and among Oaktree Acquisition Corp., now known as Hims & Hers Health, Inc. ("New Hims"), RX Merger Sub Inc., and Hims, Inc., the Reporting Person received (i) 753,889 shares of Class A Common Stock of New Hims and (ii) 73,745 shares of restricted New Hims Class A Common Stock (the "Earn Out Shares") in exchange for 1,664,289 Class A Common Stock of Hims, Inc. The Earn Out Shares vest in equal thirds if the trading price of New Hims Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day period (the "Earn Out Conditions"). If the Earn Out Conditions are not met during the five years following closing (the "Earn Out Period"), then the unvested Earn Out Shares will be automatically forfeited.
( 2 )(Continued from footnote 1) On the effective date of the Merger, the closing price of New Hims Class A Common Stock was $16.38 per share.
( 3 )In connection with the Merger, the Reporting Person received (i) 8,120,380 shares of Class A Common Stock of New Hims and (ii) 794,335 Earn Out Shares in exchange for 17,926,574 shares of Class A Common Stock of Hims, Inc. If the Earn Out Conditions are not met during the Earnout Period, then the applicable Earn Out Shares will be automatically forfeited.
( 4 )In connection with the Merger, the Reporting Person received warrants exercisable for shares of New Hims Class A Common Stock in exchange for Class A Common Stock of Hims, Inc.
( 5 )In connection with the Merger, the Reporting Person received New Hims restricted stock units ("New Hims RSUs") in exchange for restricted stock units of Hims, Inc. ("Legacy Hims RSUs").
( 6 )The New Hims RSUs were received in exchange for 78,651 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period beginning in March 2021, with 25% of the New Hims RSUs vesting on the first Company Quarterly Vesting Date occurring on or following the one-year anniversary of the vesting commencement date and the remaining 75% of the New Hims RSUs vesting in equal quarterly installments over the following 3 years, on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date") occurring thereafter, subject to the individual's continuous service with the New Hims. The New Hims RSU expires in January 2028.
( 7 )In connection with the Merger, the Reporting Person received additional New Hims RSUs representing a portion of the aggregate 16,000,000 shares of New Hims Class A Common Stock comprising the Earn Out shares (the "Earn Out RSUs").
( 8 )The Earn Out RSUs were received in exchange for shares of Legacy Hims RSUs. Subject to the satisfaction of time-based vesting and share-price based performance based vesting conditions, each Earn Out RSU represents the right to receive one share of Class A Common Stock of New Hims. The recipient will be subject to substantially the same time-based vesting condition specified in Footnote 6 above. Additionally, the Earn Out RSUs will vest upon the satisfaction of the Earn Out conditions. If the RSU Earn Out conditions are not met during the Earn Out Period, then the applicable Earn Out RSUs will be automatically forfeited.
( 9 )Ms. Green is a managing member of Forerunner Ventures GP III, LLC, which is the general partner of Forerunner Builders II, L.P. and Forerunner Partners III, L.P. Ms. Green may be deemed a beneficial owner of the securities held by Forerunner Builders II, L.P. and Forerunner Partners III, L.P., but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein.

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