SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Abraham Jack

(Last)

(First)

(Middle)

C/O ATOMIC LABS, LLC

BUILDING C, 1 LETTERMAN DRIVE, STE 3500

(Street)

SAN FRANCISCO

94129

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/06/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/06/2021		X⁽¹⁾		4,012	A	⁽¹⁾	721,539	D⁽²⁾
Class A Common Stock	08/06/2021		X⁽¹⁾		1,559	A	⁽¹⁾	280,430	I	See Footnote⁽³⁾
Class A Common Stock	08/06/2021		X⁽¹⁾		7,280	A	⁽¹⁾	1,309,256	I	See Footnote⁽⁴⁾
Class A Common Stock	08/06/2021		X⁽¹⁾		5,442	A	⁽¹⁾	978,653	I	See Footnote⁽⁵⁾
Class A Common Stock	08/06/2021		X⁽¹⁾		45,626	A	⁽¹⁾	8,204,647	I	See Footnote⁽⁶⁾
Class A Common Stock	08/06/2021		X⁽¹⁾		46,238	A	⁽¹⁾	8,314,803	I	See Footnote⁽⁷⁾
Class A Common Stock	08/06/2021		X⁽¹⁾		24,449	A	⁽¹⁾	4,396,480	I	See Footnote⁽⁸⁾
Class A Common Stock	08/06/2021		S⁽⁹⁾		2,941	D	⁽⁹⁾	718,598	D⁽²⁾
Class A Common Stock	08/06/2021		S⁽⁹⁾		1,143	D	⁽⁹⁾	279,287	I	See Footnote⁽³⁾
Class A Common Stock	08/06/2021		S⁽⁹⁾		5,337	D	⁽⁹⁾	1,303,919	I	See Footnote⁽⁴⁾
Class A Common Stock	08/06/2021		S⁽⁹⁾		3,989	D	⁽⁹⁾	974,664	I	See Footnote⁽⁵⁾
Class A Common Stock	08/06/2021		S⁽⁹⁾		33,444	D	⁽⁹⁾	8,171,203	I	See Footnote⁽⁶⁾
Class A Common Stock	08/06/2021		S⁽⁹⁾		33,893	D	⁽⁹⁾	8,280,910	I	See Footnote⁽⁷⁾
Class A Common Stock	08/06/2021		S⁽⁹⁾		17,922	D	⁽⁹⁾	4,378,558	I	See Footnote⁽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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants (right to buy)	⁽¹⁾	08/06/2021		X			4,012	02/19/2021	01/20/2026	Class A Common Stock	4,012	$0	0	D⁽²⁾
Warrants (right to buy)	⁽¹⁾	08/06/2021		X			1,559	02/19/2021	01/20/2026	Class A Common Stock	1,559	$0	0	I	See Footnote⁽³⁾
Warrants (right to buy)	⁽¹⁾	08/06/2021		X			7,280	02/19/2021	01/20/2026	Class A Common Stock	7,280	$0	0	I	See Footnote⁽⁴⁾
Warrants (right to buy)	⁽¹⁾	08/06/2021		X			5,442	02/19/2021	01/20/2026	Class A Common Stock	5,422	$0	0	I	See Footnote⁽⁵⁾
Warrants (right to buy)	⁽¹⁾	08/06/2021		X			45,626	02/19/2021	01/20/2026	Class A Common Stock	45,626	$0	0	I	See Footnote⁽⁶⁾
Warrants (right to buy)	⁽¹⁾	08/06/2021		X			46,238	02/19/2021	01/20/2026	Class A Common Stock	46,238	$0	0	I	See Footnote⁽⁷⁾
Warrants (right to buy)	⁽¹⁾	08/06/2021		X			24,449	02/19/2021	01/20/2026	Class A Common Stock	24,449	$0	0	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. Represents exercise of warrants ("Warrants") to purchase shares of the Issuer's Class A Common Stock on a cashless basis pursuant to Section 6.2 of that certain Warrant Agreement, by and between the Issuer and Continental Stock Transfer & Trust, dated, July 22, 2019 (the "Warrant Agreement"), following the Issuer's Notice of Redemption dated July 9, 2021. In the cashless exercise, under the terms of the Warrant Agreement, the Warrant holder received .267 shares per warrant exercised and the Issuer withheld .733 shares per warrant exercised.

2. These securities are owned directly by the Reporting Person. The securities reported herein as indirectly owned by the Reporting Person are held directly and indirectly by the entities referred to in footnotes (3) through (7) below (collectively, the "Controlled Entities"). The Reporting Person disclaims beneficial ownership of the securities held by the Controlled Entities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that the reporting Person is the beneficial owner of such securities for any other purpose. The Reporting Person disclaims the existence of a "group" with or among any of the Controlled Entities.

3. Securities are owned by Atomic Incentives, LLC ("Incentives"). Atomic Labs, LLC ("Labs") is the sole member of Incentives. The Reporting Person is the sole manager of Labs and, as such, may be deemed to hold voting and dispositive power with respect to the securities owned by Incentives.

4. Securities are owned by Atomic Labs I, L.P. ("Labs I"). Atomic Labs GP I, LLC ("Labs GP I") is the general partner of Labs I. The Reporting Person is the sole managing member of Labs GP I and, as such, may be deemed to hold voting and dispositive power with respect to the securities owner by Labs I.

5. Securities are owned by Atomic Labs I-B, L.P. ("Labs I-B"). Labs GP I is the general partner of Labs I-B. The Reporting Person is the sole managing member of Labs GP I and, as such, may be deemed to hold voting and dispositive power with respect to the securities owned by Labs I-B.

6. Securities are owned by F41 Investments LLC ("F41"). The Reporting Person is the managing member of F41 and, as such, may be deemed to hold voting and dispositive power with respect to the securities owned by F41.

7. Securities are owned by Atomic Labs II, L.P. ("Labs II"). Atomic Labs GP II, LLC ("Labs GP II") is the general partner of Labs II. The Reporting Person is a managing member of Labs GP II and, as such, may be deemed to hold voting and dispositive power with respect to the securities owned by Labs II.

8. Securities are held by The Jack Abraham 2020 Irrevocable Trust A, which is a trust the holdings of which may be attributable to the Reporting Person.

9. Represents withholding of shares of Class A Common Stock in connection with the cashless exercises referred to in footnote (1) above.

Remarks:

	/s/ Jack Abraham	08/06/2021
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.