Sec Form 4 Filing - Tulco, LLC @ FIGS, Inc. - 2021-06-01

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
Tulco, LLC
2. Issuer Name and Ticker or Trading Symbol
FIGS, Inc. [ FIGS]
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)
61 E. COLORADO BLVD., UNIT 200
3. Date of Earliest Transaction (MM/DD/YY)
06/01/2021
(Street)
PASADENA, CA91105
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 06/01/2021 S 25,707,953 D $ 22 64,367,602 ( 1 ) D
Class A Common Stock 06/01/2021 J( 2 ) 6,300,000 D $ 0 58,067,602 ( 1 ) D
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
Class B Common Stock ( 3 ) 06/01/2021 J( 2 ) 6,300,000 ( 3 ) ( 3 ) Class A Common Stock 6,300,000 ( 2 ) 6,300,000 ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tulco, LLC
61 E. COLORADO BLVD., UNIT 200
PASADENA, CA91105
X
Tull Thomas
61 E. COLORADO BLVD., UNIT 200
PASADENA, CA91105
X
Signatures
TULCO, LLC, By: /s/ Thomas J. Tull, CEO 06/02/2021
Signature of Reporting Person Date
/s/ Thomas J. Tull 06/02/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Thomas J. Tull, founder, Chairman and Chief Executive Officer of Tulco, LLC and a member of its board of directors, may control Tulco, LLC. Mr. Tull may be deemed to have or share beneficial ownership of the Class A and Class B common stock held directly by Tulco, LLC. Mr. Tull disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 2 )Immediately prior to the completion of the Issuer's initial public offering of Class A Common stock, the shares of the Issuer's Class A Common Stock held by Tulco, LLC were exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock pursuant to an exchange agreement between the Issuer and Tulco, LLC, as previously approved by the Issuer's board of directors.
( 3 )Each share of Class B Common Stock is convertible at any time at the option of Tulco, LLC into one share of Class A Common Stock. In addition, each share of Class B common stock will automatically convert into one share of Class A Common Stock upon transfer or certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. All shares of Class B Common Stock, if not previously converted, will automatically convert into Class A Common Stock on June 1, 2031.

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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