Sec Form 4 Filing - Spear Catherine Eva @ FIGS, Inc. - 2022-01-13

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) 01/13/2022 (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 01/13/2022( 1 ) G V 7,073( 2 ) D $ 0 1,452,041 D Class A Common Stock 01/13/2022 G V 7,073( 2 ) A $ 0 7,073 I Held by the Catherine Spear Revocable Trust Class A Common Stock 03/02/2022 J( 3 ) 169,076 D $ 0 1,282,965( 4 ) 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 ( 5 ) 01/13/2022 G V 679,301( 6 ) ( 5 ) ( 5 ) Class A Common Stock 679,301 $ 0 0 D Class B Common Stock ( 5 ) 01/13/2022 G V 679,301( 6 ) ( 5 ) ( 5 ) Class A Common Stock 679,301 $ 0 2,150,521 I Held by the Catherine Spear Revocable Trust Class B Common Stock ( 5 ) 03/02/2022 J( 3 ) 169,076 ( 5 ) ( 5 ) Class A Common Stock 169,076 $ 0 169,076 D Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 983,016 983,016 I Held by the Wingaersheek Irrevocable Trust I u/a/d 10/15/2020 Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 983,016 983,016 I Held by the Wingaersheek Irrevocable Trust II u/a/d 10/15/2020

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 E. Spear 03/04/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )THIS FORM 4 DOES NOT CONCERN THE SALE OF ANY SHARES. IT ONLY CONCERNS TRANSFERS MADE BY THE REPORTING PERSON TO HER TRUST AND THE EXCHANGE BY THE REPORTING PERSON OF CERTAIN SHARES OF THE ISSUER'S CLASS A COMMON STOCK FOR SHARES OF THE ISSUER'S CLASS B COMMON STOCK. SEE ADDITIONAL FOOTNOTES BELOW FOR MORE INFORMATION. ( 2 )On January 13, 2022, the Reporting Person transferred 7,073 shares of Class A Common Stock of the Issuer to the Catherine Spear Revocable Trust, of which the Reporting Person is trustee. The Reporting Person is the sole beneficiary of the trust. ( 3 )Upon vesting and settlement of RSUs for shares of the Issuer's Class A Common Stock, such shares were 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 (the "Equity Award Exchange Right Agreement"). ( 4 )All but 7,102 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. Upon vesting and settlement of certain of the RSUs, certain 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 the Equity Award Exchange Right Agreement. ( 5 )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. ( 6 )On January 13, 2022, the Reporting Person transferred 679,301 shares of Class B Common Stock of the Issuer to the Catherine Spear Revocable Trust, of which the Reporting Person is trustee. The Reporting Person is the sole beneficiary of the trust.

Remarks: The number of shares listed in column 5 of Table I and column 9 of Table II do not include stock options held by the Reporting Person.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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