Sec Form 4 Filing - Carroll Patrick Harrison @ 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
Carroll Patrick Harrison
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Medical Officer
(Last) (First) (Middle)
2269 CHESTNUT STREET, #523
3. Date of Earliest Transaction (MM/DD/YY)
01/20/2021
(Street)
SAN FRANCISCO, CA
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
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
Stock Option (right to buy) $ 9.41 01/20/2021 A 52,998 ( 1 ) 12/22/2030 Class A Common Stock 52,998 $ 0 52,998 D
Stock Option (right to buy) $ 1.75 01/20/2021 A 67,947 ( 2 ) 07/08/2029 Class A Common Stock 67,947 $ 0 67,947 D
Stock Option (right to buy) $ 2.43 01/20/2021 A 113,245 ( 3 ) 05/12/2030 Class A Common Stock 113,245 $ 0 113,245 D
Stock Option (right to buy) $ 2.43 01/20/2021 A 181,192 ( 4 ) 05/12/2030 Class A Common Stock 181,192 $ 0 181,192 D
Restricted Stock Unit ( 5 ) 01/20/2021 A 26,725 ( 6 ) ( 6 ) Class A Common Stock 26,725 $ 0 26,725 D
Restricted Stock Unit ( 7 ) 01/20/2021 A 2,614 ( 8 ) ( 8 ) Class A Common Stock 2,614 $ 0 2,614 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Carroll Patrick Harrison
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA
Chief Medical Officer
Signatures
/s/ Soleil Boughton, Attorney-in-Fact 01/22/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Stock Option was received in exchange for an option to purchase 117,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $4.26, 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. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning December 16, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement).
( 2 )The Stock Option was received in exchange for an option to purchase 150,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.79, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning June 17, 2019.
( 3 )The Stock Option was received in exchange for an option to purchase 250,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares shall vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning December 5, 2019.
( 4 )The Stock Option was received in exchange for an option to purchase 400,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning February 12, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement).
( 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 59,000 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period in substantially equal quarterly installments beginning March 15, 2021, with 6.25% of the RSUs vesting on each of March 15, June 15, September 15 and December 15, subject to the individual's continuous service with the Company. The RSU is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable RSU Agreement).
( 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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