Sec Form 4 Filing - Spear Catherine Eva @ FIGS, Inc. - 2025-08-12

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
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)
Chief Executive Officer
(Last) (First) (Middle)
C/O FIGS, INC., 2834 COLORADO AVENUE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
08/12/2025
(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 08/13/2025 S( 1 ) 65,866 D $ 6.88 1,969,246 ( 2 ) D
Class A Common Stock 797,073 I Held by the Catherine Spear Revocable Trust
Class A Common Stock 141 ( 3 ) I Held by Hollywood Capital Partners LLC
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
Stock Option (Right to Buy) $ 22 08/12/2025 D 727,097 ( 4 ) 05/25/2031 Class A Common Stock 727,097 ( 5 ) 0 D
Stock Option (Right to Buy) $ 6.63 08/12/2025 A 727,097 ( 6 ) 05/25/2031 Class A Common Stock 727,097 ( 5 ) 727,097 D
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 Chief Executive Officer
Signatures
/s/ Danielle Warner as Attorney-in-Fact for Catherine Spear 08/14/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )REPRESENTS THE AGGREGATE NUMBER OF SHARES SOLD BY THE REPORTING PERSON SOLELY TO COVER REQUIRED TAXES AND FEES DUE UPON THE VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS ("RSUs"). THE SALES WERE MADE PURSUANT TO A 10B5-1 INSTRUCTION LETTER DELIVERED TO THE ISSUER ON MAY 13, 2025, AND NONE OF THE SHARES REPORTED AS SOLD ON THIS FORM 4 WERE SOLD FOR ANY REASON OTHER THAN TO COVER REQUIRED TAXES AND FEES.
( 2 )1,460,886 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. In addition to the securities reported in this column, the Reporting Person holds 5,469,161 shares of the Issuer's Class B Common Stock directly and indirectly through various trusts, which are convertible at any time at the option of the Reporting Person into an equal number of shares of Class A Common Stock, and 18,958,606 shares of the Issuer's Class A Common Stock underlying vested options, neither of which are reported on this Form 4.
( 3 )The Reporting Person is a managing member of Hollywood Capital Partners LLC and disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
( 4 )All shares underlying this option have vested.
( 5 )The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on August 12, 2025 (the "Repricing Date"). The Option Repricing applies to 727,097 fully vested options originally granted to the Reporting Person on May 26, 2021 with an original exercise price of $22.00. Pursuant to the Option Repricing, the exercise price of the repriced options has been amended to reduce the exercise price to $6.63 per share, the closing price of the Issuer's Class A Common Stock on the Repricing Date. The vesting schedule of the repriced options has also been extended as reported herein. There is no change to the expiration date of, or number of shares underlying, the repriced options. For more information, see Part II, Item 5. "Other Information" in the Issuer's Form 10-Q filed with the SEC on August 7, 2025.
( 6 )The option vests and becomes exercisable in 24 equal monthly installments, with the first installment vesting on September 12, 2025.

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