Sec Form 4 Filing - Spear Catherine Eva @ FIGS, Inc. - 2021-07-01

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 Spear Catherine Eva 2. Issuer Name and Ticker or Trading Symbol FIGS, Inc. [ FIGS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Co-Chief Executive Officer (Last) (First) (Middle) C/O FIGS, INC., 2834 COLORADO AVENUE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2021 (Street) SANTA MONICA, CA90404 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 09/20/2021 C 1,468,324 A 1,468,324 I Held by the Catherine Spear Revocable Trust Class A Common Stock 09/20/2021 S 1,468,324 D $ 40.25 0 I Held by the Catherine Spear Revocable Trust Class A Common Stock 1,804,397 ( 2 ) 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 ) 07/01/2021 G V 319,734 ( 4 ) ( 3 ) ( 3 ) Class A Common Stock 319,734 ( 3 ) 983,016 I Held by the Wingaersheek Irrevocable Trust I u/a/d 10/15/2020 Class B Common Stock ( 3 ) 07/01/2021 G V 319,734 ( 4 ) ( 3 ) ( 3 ) Class A Common Stock 319,734 ( 3 ) 2,619,810 I Held by the Catherine Spear Revocable Trust Class B Common Stock ( 3 ) 07/01/2021 G V 319,734 ( 5 ) ( 3 ) ( 3 ) Class A Common Stock 319,734 ( 3 ) 983,016 I Held by the Wingaersheek Irrevocable Trust II u/a/d 10/15/2020 Class B Common Stock ( 3 ) 07/01/2021 G V 319,734 ( 5 ) ( 3 ) ( 3 ) Class A Common Stock 319,734 ( 3 ) 2,939,544 I Held by the Catherine Spear Revocable Trust Class B Common Stock ( 3 ) 09/20/2021 C 1,468,324 ( 1 ) ( 3 ) ( 3 ) Class A Common Stock 1,468,324 $ 0 1,471,220 I Held by the Catherine Spear Revocable Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Spear Catherine Eva C/O FIGS, INC. 2834 COLORADO AVENUE, SUITE 100 SANTA MONICA, CA90404 X X Co-Chief Executive Officer Signatures /s/ Danielle Warner, Attorney-in-Fact for Catherine Eva Spear 09/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On September 20, 2021, the Reporting Person directed the sale of 1,468,324 shares of her Class B Common Stock, resulting in the automatic conversion of such shares of Class B Common Stock at a 1:1 ratio into shares of the Issuer's Class A Common Stock upon execution of the sale and pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation. ( 2 )These securities are restricted stock units ("RSUs") each representing a contingent right to receive one share of the Issuer's Class A Common Stock. Upon vesting and settlement of the RSUs, the shares of the Issuer's Class A Common Stock held by the Reporting Person may be exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock at the election of the Reporting Person pursuant to an equity award exchange right agreement between the Issuer and the Reporting Person, 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 the Reporting Person 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. ( 4 )On July 1, 2021, the Reporting Person transferred 319,734 shares of Class B Common Stock of the Issuer from the Wingaersheek Irrevocable Trust I u/a/d 10/15/2020 to the Catherine Spear Revocable Trust, of each of which the Reporting Person is trustee. The Reporting Person has voting and investment control over these shares. ( 5 )On July 1, 2021, the Reporting Person transferred 319,734 shares of Class B Common Stock of the Issuer from the Wingaersheek Irrevocable Trust II u/a/d 10/15/2020 to the Catherine Spear Revocable Trust, of each of which the Reporting Person is trustee. The Reporting Person has voting and investment control over these shares.

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