Sec Form 4 Filing - Tull Thomas @ FIGS, Inc. - 2022-03-21

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
Tull Thomas
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)
03/21/2022
(Street)
PASADENA, CA91105
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 03/21/2022 C( 1 ) 6,300,000 A $ 0 0 I By Tulco, LLC( 2 )
Class A Common Stock 03/21/2022 P 133,490 A $ 19.38( 3 ) 1,981,130( 4 ) D
Class A Common Stock 03/21/2022 P 120,147 A $ 20.16( 5 ) 2,101,277 D
Class A Common Stock 25,561,840( 6 ) I By Tull Family Trust( 7 )
Class A Common Stock 16,918( 6 ) I By First Light Investors, LLC( 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
Class B Common Stock ( 9 ) 03/21/2022 C( 1 ) 6,300,000 ( 9 ) ( 9 ) Class A Common Stock 6,300,000 $ 0 0 I By Tulco, LLC( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tull Thomas
61 E. COLORADO BLVD, UNIT 200
PASADENA, CA91105
X
Signatures
/s/ Thomas J. Tull 03/23/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 21, 2022, Tulco, LLC converted 6,300,000 shares of the Issuer's Class B Common Stock ("Class B Shares") into the Issuer's Class A Common Stock ("Class A Shares") on an one-to-one basis. Following the conversion, Tulco, LLC distributed to its members in-kind, without consideration, all 58,000,932 shares of Class A Shares it held on a pro-rata basis. From such distribution, Thomas J. Tull and certain entities affiliated with him received a total of 27,426,398 shares. The conversion and distribution did not result in a change in the reporting person's pecuniary interest in Class A Shares previously reported by him, and such acquisitions were exempt pursuant to Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended.
( 2 )Represents securities held directly by Tulco, LLC. The reporting person is the founder, Chairman and Chief Executive Officer of Tulco, LLC and a member of its board of directors and, therefore, may be deemed to control Tulco, LLC. The reporting person may be deemed to have or share beneficial ownership of the securities held directly by Tulco, LLC. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
( 3 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.88-$19.87, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
( 4 )Includes 1,847,640 Class A Shares received from Tulco, LLC's in-kind, pro rata distribution as described in footnote 1.
( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.88-$20.69, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
( 6 )Represents Class A Shares received from Tulco, LLC's in-kind, pro rata distribution as described in footnote 1.
( 7 )Represents securities held directly by the Tull Family Trust, of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the securities held by the Tull Family Trust, except to the extent of his pecuniary interest therein
( 8 )Represents securities held directly by First Light Investors, LLC, which is controlled by the reporting person's spouse. The reporting person disclaims beneficial ownership of the securities held by First Light Investors, LLC, except to the extent of his pecuniary interest therein.
( 9 )Each Class B Share is convertible at any time at the option of Tulco, LLC into one Class A Share. In addition, each Class B Share will automatically convert into one Class A Share upon transfer or certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. All Class B Shares, if not previously converted, will automatically convert into Class A Shares on June 1, 2031.

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