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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Dudum Andrew

(Last)

(First)

(Middle)

2269 CHESTNUT STREET, #523

(Street)

SAN FRANCISCO

94123

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2023

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	09/15/2023		M		111,900	A	⁽¹⁾	111,900	D
Class A Common Stock	09/15/2023		F		60,194⁽²⁾	D	$6.31	51,706	D
Class A Common Stock								596,474⁽³⁾	I	Held by Trustee of AD 2022 GRAT
Class A Common Stock								1,584,506⁽⁴⁾	I	Held by Trustee of AD 2023 GRAT dated 9-1-2023
Class A Common Stock								1,695,815	I	Held by Trustee of AD 2022 GRAT 3
Class A Common Stock								2,643,348	I	Held by Trustee of AD 2021 GRAT dated 11-1-2021
Class A Common Stock								660,837	I	Held by Trustee of AD 2021 GRAT 2 dated 11-1-2021
Class A Common Stock								1,047,164	I	Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022
Class A Common Stock								2,874,769	I	Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021
Class A Common Stock								518,692	I	Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock								1,500	I	Held by Trustees of Richard M. Dudum Irrevocable 1 U/A dtd 10/15/1997

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)
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			35,447	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	35,447	$0	496,251	D
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			35,242	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	35,242	$0	352,420	D
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			7,330	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	7,330	$0	43,980	D
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			106	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	106	$0	641	D
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			3,576	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3,576	$0	21,452	D
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			1,789	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	1,789	$0	10,734	D
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			18,289	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	18,289	$0	109,735	D
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			198	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	198	$0	395	D
Restricted Stock Unit	⁽¹⁾	09/15/2023		M			9,923	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	9,923	$0	19,847	D
Class V Common Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	7,488,904⁽¹⁰⁾		7,488,904	I	Held by Andrew Dudum 2015 Trust Dated July 2, 2015
Class V Common Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	888,719⁽¹⁰⁾		888,719	I	Held by Trustee of the AD 2023 GRAT dated 9-1-2023

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.

2. The shares of Class A Common Stock were withheld by the issuer to cover tax withholding obligations in connection with the reported vesting and settlement of RSUs.

3. This amount reflects an annuity payment-in-kind of 103,526 shares of Class A Common Stock from the AD 2022 GRAT to the Andrew Dudum 2015 Trust dated July 2, 2015.

4. This amount reflects 1) an annuity payment-in-kind of 1,121,033 shares of Class A Common Stock from the AD GRAT dated 8-31-2020 to the Andrew Dudum 2015 Trust dated July 2, 2015 and 2) a subsequent transfer of 1,584,506 shares of Class A Common Stock from the Andrew Dudum 2015 Trust dated July 2, 2015 to the AD 2023 GRAT dated 9-1-2023.

5. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), with the first such vesting date on June 15, 2023.

6. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after June 15, 2022.

7. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after March 15, 2021.

8. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after March 15, 2020.

9. Class V Common Stock is convertible into an equal number of fully paid and nonassessable shares of Class A Common Stock upon certain events, as set forth in the issuer's certificate of incorporation.

10. This amount reflects a transfer of 888,719 shares of Class V Common Stock to the AD 2023 GRAT dated 9-1-2023 from the Andrew Dudum 2015 Trust dated July 2, 2015. The reporting person is deemed to have sole voting and disposition power over the securities held by the AD 2023 GRAT dated 9-1-2023.

Remarks:

	/s/ Alexandra Cotter Wilkins, Attorney-in-Fact	09/19/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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