Sec Form 4 Filing - Abraham Jack @ Hims & Hers Health, Inc. - 2021-12-14

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
Abraham Jack
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)
C/O ATOMIC LABS, LLC, BUILDING C, 1 LETTERMAN DRIVE, STE 3500
3. Date of Earliest Transaction (MM/DD/YY)
12/14/2021
(Street)
SAN FRANCISCO, CA94129
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( 1 ) 12/14/2021 S 1,000,000 D $ 5.5483( 2 ) 7,171,203 I See Footnote( 3 )
Class A Common Stock 718,598 D
Class A Common Stock 252,716 I See Footnote( 4 )
Class A Common Stock 869,279 I See Footnote( 5 )
Class A Common Stock 649,776 I See Footnote( 6 )
Class A Common Stock 5,520,607 I See Footnote( 7 )
Class A Common Stock 4,378,558 I See Footnote( 8 )
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
Abraham Jack
C/O ATOMIC LABS, LLC
BUILDING C, 1 LETTERMAN DRIVE, STE 3500
SAN FRANCISCO, CA94129
X
Signatures
/s/ Jack Abraham 12/16/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein as indirectly owned by the Reporting Person are held directly and indirectly by the entities referred to in footnotes (3) through (7) below (collectively, the "Controlled Entities"). The Reporting Person disclaims beneficial ownership of the securities held by the Controlled Entities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting Person is the beneficial owner of such securities for any other purpose. The Reporting Person disclaims the existence of a "group" with or among any of the Controlled Entities.
( 2 )Weighted average price, as these shares were sold in multiple transactions at prices ranging from $5.47 to $5.765, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, additional information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 3 )Securities are owned by F41 Investments LLC ("F41"). The Reporting Person is the managing member of F41 and, as such, may be deemed to hold voting and dispositive power with respect to the securities owned by F41.
( 4 )Securities are owned by Atomic Incentives, LLC ("Incentives") and Atomic Labs, LLC ("Labs"). Labs is the sole member of Incentives. The Reporting Person is the sole manager of Labs and, as such, may be deemed to hold voting and dispositive power with respect to the securities owned by Incentives and Labs. Since the date of the last Form 4 filed by the Reporting Person, Incentives distributed 26,571 shares of Class A Common Stock to its profits interest holders, resulting in a reduction in the number of shares reported herein as owned by Incentives.
( 5 )Securities are owned by Atomic Labs I, L.P. ("Labs I"). Atomic Labs GP I, LLC ("Labs GP I") is the general partner of Labs I. The Reporting Person is the sole managing member of Labs GP I and, as such, may be deemed to hold voting and dispositive power with respect to the securities owner by Labs I. Since the date of the last Form 4 filed by the Reporting Person, Labs I distributed 434,640 shares of Class A Common Stock to its limited partners, resulting in a reduction in the number of shares reported herein as owned by Labs I.
( 6 )Securities are owned by Atomic Labs I-B, L.P. ("Labs I-B"). Labs GP I is the general partner of Labs I-B. The Reporting Person is the sole managing member of Labs GP I and, as such, may be deemed to hold voting and dispositive power with respect to the securities owned by Labs I-B. Since the date of the last Form 4 filed by the Reporting Person, Labs I-B distributed 324,888 shares of Class A Common Stock to its limited partners, resulting in a reduction in the number of shares reported herein as owned by Labs I-B.
( 7 )Securities are owned by Atomic Labs II, L.P. ("Labs II"). Atomic Labs GP II, LLC ("Labs GP II") is the general partner of Labs II. The Reporting Person is a managing member of Labs GP II and, as such, may be deemed to hold voting and dispositive power with respect to the securities owned by Labs II. Since the date of the last Form 4 filed by the Reporting Person, Labs II distributed 2,760,303 shares of Class A Common Stock to its limited partners, resulting in a reduction in the number of shares reported herein as owned by Labs II.
( 8 )Securities are held by The Jack Abraham 2020 Irrevocable Trust A, which is a trust the holdings of which may be attributable to the Reporting Person.

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