Sec Form 4 Filing - Dudum Andrew @ Hims & Hers Health, Inc. - 2021-08-06

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 Dudum Andrew 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 X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 2269 CHESTNUT STREET, #523 3. Date of Earliest Transaction (MM/DD/YY) 08/06/2021 (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 08/06/2021 M( 1 ) 46,238 A $ 11.5 8,314,803 I Held by Atomic Labs II, L.P. ( 3 ) Class A Common Stock 08/06/2021 F( 2 ) 33,893 D 8,280,910 I Held by Atomic Labs II, L.P. ( 3 ) Class A Common Stock 186,853 D Class A Common Stock 8,232,404 I Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015 Class A Common Stock 2,870,509 I Held by Trustee of the AD GRAT dated 8/31/20

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 08/06/2021 M 46,238 01/20/2021 01/20/2026 Class A Common Stock 46,238 $ 0 0 I Held by Atomic Labs II, L.P. ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dudum Andrew 2269 CHESTNUT STREET, #523 SAN FRANCISCO, CA94123 X X Chief Executive Officer Signatures /s/ Soleil Boughton - Attorney-in-Fact 08/06/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Atomic Labs II, L.P. 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, Atomic Labs II, L.P. received 0.267 shares per warrant exercised and the Issuer withheld 0.733 shares per warrant exercised. The exercise of the warrants, the withholding of shares of Class A Common Stock in the cashless exercise and the resulting issuance of the net shares of Class A Common Stock were exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended. ( 2 )Represents shares of Class A Common Stock withheld in connection with the cashless exercise. ( 3 )Mr. Dudum is a managing member of Atomic GP II, LLC, the general partner and manager of Atomic Labs II, L.P. Mr. Dudum may be deemed the beneficial owner of the shares held by Atomic Labs II, L.P., but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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