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)
12/02/2024

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	12/02/2024		S⁽¹⁾		33,513	D	$33.3797⁽²⁾	33,502	D
Class A Common Stock								1,177,133⁽³⁾	I	Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015
Class A Common Stock								1,286,627⁽⁴⁾	I	Held by Trustee of AD 2021 GRAT dated 11-1-2021
Class A Common Stock								321,657⁽⁵⁾	I	Held by Trustee of AD 2021 GRAT 2 dated 11-1-2021
Class A Common Stock								829,185⁽⁶⁾	I	Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022
Class A Common Stock								1,194,545⁽⁷⁾	I	Held by Trustee of AD 2022 GRAT 3 dated 11-28-2022
Class A Common Stock								534,491	I	Held by Trustee of AD 2022 GRAT
Class A Common Stock								1,584,506	I	Held by Trustee of AD 2023 GRAT dated 9-5-2023
Class A Common Stock								570,398	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
Class A Common Stock								2,874,769	I	Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021

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)
Class V Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	586,139⁽⁹⁾		586,139	I	Held by Trustee of the AD 2023 GRAT dated 9-5-2023
Class V Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	7,791,484⁽⁹⁾		7,791,484	I	Held by Andrew Dudum 2015 Trust Dated July 2, 2015

Explanation of Responses:

1. The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2024 by the Reporting Person.

2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $33.07 - $33.80. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

3. This amount reflects annuity payments-in-kind to the Andrew Dudum 2015 Trust dated July 2, 2015 in the following amounts of Class A Common Stock: 1) 389,316 shares from the AD 2021 GRAT dated 11-1-2021; 2) 97,329 shares from the AD 2021 GRAT 2 dated 11-1-2021; 3) 62,550 shares from the AD 2022 GRAT 2 dated 9-7-2022; and 4) 121,336 shares from the AD 2022 GRAT 3 dated 11-28-2022.

4. This amount reflects an annuity payment-in-kind of 389,316 shares of Class A Common Stock from the AD 2021 GRAT dated 11-1-2021 to the Andrew Dudum 2015 Trust dated July 2, 2015.

5. This amount reflects an annuity payment-in-kind of 97,329 shares of Class A Common Stock from the AD 2021 GRAT 2 dated 11-1-2021 to the Andrew Dudum 2015 Trust dated July 2, 2015.

6. This amount reflects an annuity payment-in-kind of 62,550 shares of Class A Common Stock from the AD 2022 GRAT 2 dated 9-7-2022 to the Andrew Dudum 2015 Trust dated July 2, 2015.

7. This amount reflects an annuity payment-in-kind of 121,336 shares of Class A Common Stock from the AD 2022 GRAT 3 dated 11-28-2022 to the Andrew Dudum 2015 Trust dated July 2, 2015.

8. In connection with the Merger, the Reporting Person received shares of New Hims Class V Common Stock in exchange for shares of Class V Common Stock of Hims, Inc. As specified in that New Hims Certificate of Incorporation, dated as of January 20, 2021 (the "Charter"), New Hims Class V Common Stock is convertible into an equal number of fully paid and nonassessable shares of New Hims Class A Common Stock upon certain events.

9. This amount reflects a transfer of 302,580 shares of Class V Common Stock from the AD 2023 GRAT dated 9-1-2023 to 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	12/03/2024
	** 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).
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