0000899243-21-003106.txt : 20210122
0000899243-21-003106.hdr.sgml : 20210122
20210122213224
ACCESSION NUMBER: 0000899243-21-003106
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210120
FILED AS OF DATE: 20210122
DATE AS OF CHANGE: 20210122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Carroll Patrick Harrison
CENTRAL INDEX KEY: 0001839736
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38986
FILM NUMBER: 21547691
MAIL ADDRESS:
STREET 1: 2269 CHESTNUT STREET, # 523
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94123
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hims & Hers Health, Inc.
CENTRAL INDEX KEY: 0001773751
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 S. GRAND AVE.
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: 2138306739
MAIL ADDRESS:
STREET 1: 333 S. GRAND AVE.
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
FORMER COMPANY:
FORMER CONFORMED NAME: Oaktree Acquisition Corp.
DATE OF NAME CHANGE: 20190412
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-20
0
0001773751
Hims & Hers Health, Inc.
HIMS
0001839736
Carroll Patrick Harrison
2269 CHESTNUT STREET, #523
SAN FRANCISCO
CA
0
1
0
0
Chief Medical Officer
Stock Option (right to buy)
9.41
2021-01-20
4
A
0
52998
0.00
A
2030-12-22
Class A Common Stock
52998
52998
D
Stock Option (right to buy)
1.75
2021-01-20
4
A
0
67947
0.00
A
2029-07-08
Class A Common Stock
67947
67947
D
Stock Option (right to buy)
2.43
2021-01-20
4
A
0
113245
0.00
A
2030-05-12
Class A Common Stock
113245
113245
D
Stock Option (right to buy)
2.43
2021-01-20
4
A
0
181192
0.00
A
2030-05-12
Class A Common Stock
181192
181192
D
Restricted Stock Unit
2021-01-20
4
A
0
26725
0.00
A
Class A Common Stock
26725
26725
D
Restricted Stock Unit
2021-01-20
4
A
0
2614
0.00
A
Class A Common Stock
2614
2614
D
The Stock Option was received in exchange for an option to purchase 117,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $4.26, in connection with the merger described in that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the "Merger"), by and among Oaktree Acquisition Corp., now known as Hims & Hers Health, Inc. ("New Hims"), RX Merger Sub Inc., and Hims, Inc. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning December 16, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement).
The Stock Option was received in exchange for an option to purchase 150,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.79, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning June 17, 2019.
The Stock Option was received in exchange for an option to purchase 250,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares shall vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning December 5, 2019.
The Stock Option was received in exchange for an option to purchase 400,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning February 12, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement).
In connection with the Merger, the Reporting Person received New Hims restricted stock units ("New Hims RSUs") in exchange for restricted stock units of Hims, Inc. ("Legacy Hims RSUs").
The New Hims RSUs were received in exchange for 59,000 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period in substantially equal quarterly installments beginning March 15, 2021, with 6.25% of the RSUs vesting on each of March 15, June 15, September 15 and December 15, subject to the individual's continuous service with the Company. The RSU is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable RSU Agreement).
In connection with the Merger, the Reporting Person received additional New Hims RSUs representing a portion of the aggregate 16,000,000 shares of New Hims Class A Common Stock comprising the Earn Out shares (the "Earn Out RSUs").
The Earn Out RSUs were received in exchange for shares of Legacy Hims RSUs. Subject to the satisfaction of time-based vesting and share-price based performance based vesting conditions, each Earn Out RSU represents the right to receive one share of Class A Common Stock of New Hims. The recipient will be subject to substantially the same time-based vesting condition specified in Footnote 6 above. Additionally, the Earn Out RSUs will vest upon the satisfaction of the Earn Out conditions. If the RSU Earn Out conditions are not met during the Earn Out Period, then the applicable Earn Out RSUs will be automatically forfeited.
/s/ Soleil Boughton, Attorney-in-Fact
2021-01-22