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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
06/14/2024

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	06/14/2024		M		176,309	A	⁽¹⁾	176,309	D
Class A Common Stock	06/14/2024		F		97,052⁽²⁾	D	$23.75	79,257	D
Class A Common Stock								570,398	I	Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock								2,874,769	I	Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021
Class A Common Stock								1,500	I	Held by Trustees of Richard M. Dudum Irrevocable 1 U/A dtd 10/15/1997
Class A Common Stock								1,315,881	I	Held by Trustee of AD 2022 GRAT 3 dated 11-28-2022
Class A Common Stock								1,675,943	I	Held by Trustee of AD 2021 GRAT dated 11-1-2021
Class A Common Stock								597,335	I	Held by Trustee of AD 2022 GRAT
Class A Common Stock								418,986	I	Held by Trustee of AD 2021 GRAT 2 dated 11-1-2021
Class A Common Stock								1,584,506	I	Held by Trustee of AD 2023 GRAT dated 9-5-2023
Class A Common Stock								891,735	I	Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022
Class A Common Stock								1,165,978	I	Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015

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⁾	06/14/2024		M			35,446	⁽³⁾	⁽³⁾	Class A Common Stock	35,446	$0	389,912	D
Restricted Stock Unit	⁽¹⁾	06/14/2024		M			35,242	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	35,242	$0	246,694	D
Restricted Stock Unit	⁽¹⁾	06/14/2024		M			7,330	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	7,330	$0	21,990	D
Restricted Stock Unit	⁽¹⁾	06/14/2024		M			107	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	107	$0	321	D
Restricted Stock Unit	⁽¹⁾	06/14/2024		M			3,576	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	3,576	$0	10,726	D
Restricted Stock Unit	⁽¹⁾	06/14/2024		M			1,789	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,789	$0	5,367	D
Restricted Stock Unit	⁽¹⁾	06/14/2024		M			18,290	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	18,290	$0	54,867	D
Restricted Stock Unit	⁽¹⁾	06/14/2024		M			74,529	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	74,529	$0	1,117,948	D

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. 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.

4. 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.

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 each Company Quarterly Vesting Date occurring on or after March 15, 2021.

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 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, 2024.

Remarks:

	/s/ Alexandra Cotter Wilkins, Attorney-in-Fact	06/18/2024
	** 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.