Sec Form 3 Filing - Abraham Jack @ Hims & Hers Health, Inc. - 2021-01-20

FORM 3 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 SUITE 3500 3. Date of Earliest Transaction (MM/DD/YY) 01/20/2021 (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 717,527 ( 1 ) D Class A Common Stock 278,871 ( 2 ) I See footnote ( 3 ) Class A Common Stock 1,301,976 ( 4 ) I See footnote ( 5 ) Class A Common Stock 973,211 ( 6 ) I See footnote ( 7 ) Class A Common Stock 8,159,021 ( 8 ) I See footnote ( 9 ) Class A Common Stock 8,268,565 ( 10 ) I See footnote ( 11 ) Class A Common Stock 4,372,031 ( 12 ) I See footnote ( 1 3 )

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 Warrants (right to buy) $ 11.5 02/19/2021 01/20/2026 Class A Common Stock 4,012 D Warrants (right to buy) $ 11.5 02/19/2021 01/20/2026 Class A Common Stock 1,559 I See footnote ( 14 ) Warrants (right to buy) $ 11.5 02/19/2021 01/20/2026 Class A Common Stock 7,280 I See footnote ( 15 ) Warrants (right to buy) $ 11.5 02/19/2021 01/20/2026 Class A Common Stock 5,442 I See footnote ( 16 ) Warrants (right to buy) $ 11.5 02/19/2021 01/20/2026 Class A Common Stock 45,626 I See footnote ( 17 ) Warrants (right to buy) $ 11.5 02/19/2021 01/20/2026 Class A Common Stock 46,238 I See footnote ( 18 ) Warrants (right to buy) $ 11.5 02/19/2021 01/20/2026 Class A Common Stock 24,449 I See footnote ( 19 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Abraham Jack C/O ATOMIC LABS, LLC BUILDING C, 1 LETTERMAN DRIVE SUITE 3500 SAN FRANCISCO, CA94129 X Signatures /s/ Jack Abraham 01/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Number of shares includes 63,934 shares of restricted stock (i) issued in connection with the Issuer's business combination and (ii) representing one share of the Issuer's Class A Common Stock outstanding subject to forfeiture conditions ("Earn-Out Stock"). ( 2 )Number of shares includes 24,848 shares of Earn-Out Stock. ( 3 )Shares are owned by Atomic Incentives, LLC ("Incentives"). Atomic Labs, LLC ("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 held by Incentives. The Reporting Per son disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Incentives and Labs, as applicable. ( 4 )Number of shares includes 116,011 shares of Earn-Out Stock. ( 5 )Shares 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 held by Labs I. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs I and Labs GP I, as applicable. ( 6 )Number of shares includes 86,717 shares of Earn-Out Stock. ( 7 )Shares 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 held by Labs I-B. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs I-B and Labs GP I, as applicable. ( 8 )Number of shares includes 727,004 shares of Earn-Out Stock. ( 9 )Shares are owned by F41 Investments LLC ("F41"). The Reporting Person is the managing member of F41 and controls voting and dispositive power with respect to the securities held by F41. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in F41. ( 10 )Number of shares includes 736,765 shares of Earn-Out Stock. ( 11 )Shares 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 held by Labs II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs II and Labs GP II, as applicable. ( 12 )Number of shares includes 389,567 shares of Earn-Out Stock. ( 13 )Shares 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. ( 14 )These warrants to purchase Issuer common stock are held by Incentives. 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 held by Incentives. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Incentives and Labs, as applicable. ( 15 )These warrants to purchase Issuer Class A common stock are held by Labs I. 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 held by Labs I. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs I and Labs GP I, as applicable. ( 16 )These warrants to purchase Issuer Class A common stock are held by 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 held by Labs I-B. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs I-B and Labs GP I, as applicable. ( 17 )These warrants to purchase Issuer Class A common stock are held by F41. The Reporting Person is the managing member of F41 and controls voting and dispositive power with respect to the securities held by F41. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in F41. ( 18 )These warrants to purchase Issuer Class A common stock are held by Labs II. 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 held by Labs II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs II and Labs GP II, as applicable. ( 19 )These warrants to purchase Issuer Class A common stock 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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