Sec Form 4 Filing - Institutional Venture Management XV, LLC @ Hims & Hers Health, Inc. - 2021-07-30

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 XV, LLC 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 2884 SAND HILL ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2021 (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 Class A Common Stock 07/30/2021 X( 1 ) 297 A $ 11.5 54,192 I Held by Institutional Venture Partners XV Executive Fund, L.P. ( 2 ) Class A Common Stock 07/30/2021 X( 1 ) 56,659 A $ 11.5 10,189,290 I Held by Institutional Venture Partners XV, L.P. ( 3 ) Class A Common Stock 07/30/2021 X( 1 ) 56,961 A $ 11.5 10,243,499 I Held by Institutional Venture Partners XVI, L.P. ( 4 ) Class A Common Stock 07/30/2021 S( 5 ) 218 D 53,974 I Held by Institutional Venture Partners XV Executive Fund, L.P. ( 2 ) Class A Common Stock 07/30/2021 S( 5 ) 41,532 D 10,147,758 I Held by Institutional Venture Partners XV, L.P. ( 3 ) Class A Common Stock 07/30/2021 S( 5 ) 41,753 D 10,201,746 I Held by Institutional Venture Partners XVI, 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 Warrant (right to buy) $ 11.5 07/30/2021 X 297 01/20/2021 01/20/2026 Class A Common Stock 297 $ 0 297 I Held by Institutional Venture Partners XV Executive Fund, L.P. ( 2 ) Warrant (right to buy) $ 11.5 07/30/2021 X 56,659 01/20/2021 01/20/2026 Class A Common Stock 56,659 $ 0 56,659 I Held by Institutional Venture Partners XV, L.P. ( 3 ) Warrant (right to buy) $ 11.5 07/30/2021 X 56,961 01/20/2021 01/20/2026 Class A Common Stock 56,961 $ 0 56,961 I Held by Institutional Venture Partners XVI, L.P. ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Institutional Venture Management XV, LLC 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Institutional Venture Partners XV Executive Fund, L.P. 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Institutional Venture Partners XV, L.P. 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Institutional Venture Management XVI, LLC 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Institutional Venture Partners XVI, L.P. 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Chaffee Todd C 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X FOGELSONG NORMAN A 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Harrick Stephen J 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Phelps Dennis B 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Miller J Sanford 2884 SAND HILL ROAD, SUITE 100 MENLO PARK, CA94025 X Signatures By: /s/ Tracy Hogan, attorney-in-fact 08/03/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )IVP XV Executive Fund, IVP XV and IVP XVI (as defined below) exercised warrants to purchase shares of the Issuer's Class A Common Stock. The warrants were exercised on a cashless basis pursuant to Section 6.2 of that certain Warrant Agreement, by and between the Issuer and Continental Stock Transfer & Trust, dated, July 22, 2019 (the "Warrant Agreement"), following the Issuer's Notice of Redemption dated July 9, 2021. In the cashless exercise, under the terms of the Warrant Agreement, IVP XV Executive Fund, IVP XV and IVP XVI received 0.267 shares per warrant exercised and the Issuer withheld 0.733 shares per warrant exercised. ( 2 )These shares are owned directly by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"), of which Institutional Venture Management XV, LLC ("IVM XV") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. ( 3 )These shares are owned directly by Institutional Venture Partners XV, L.P. ("IVP XV"), of which IVM XV is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this repo rt shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. ( 4 )These shares are owned directly by Institutional Venture Partners XVI, L.P. ("IVP XVI"), of which Institutional Venture Management XVI, LLC ("IVM XVI") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XVI are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash, and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. ( 5 )Represents shares of Class A Common Stock withheld in connection with the cashless exercises.

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