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^*

Becklund Irene

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2024

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	12/13/2024		M		24,090	A	⁽¹⁾	29,206	D
Class A Common Stock	12/13/2024		F		11,875⁽²⁾	D	$30.02	17,331	D
Class A Common Stock	12/16/2024		M⁽³⁾		472	A	$9.41	17,803	D
Class A Common Stock	12/16/2024		S⁽³⁾		472	D	$29.58	17,331	D
Class A Common Stock	12/17/2024		S⁽³⁾		10,012	D	$32.2	7,319	D

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⁾	12/13/2024		M			4,065	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	4,065	$0	36,595	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			2,291	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,291	$0	13,746	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			4,019	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	4,019	$0	20,097	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			1,871	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,871	$0	9,357	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			2,688	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	2,688	$0	2,688	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			4,247	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	4,247	$0	4,247	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			3	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	3	$0	3	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			8	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	8	$0	9	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			415	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	415	$0	416	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			138	⁽⁷⁾	⁽⁷⁾	Class A Common Stock	138	$0	139	D
Restricted Stock Unit	⁽¹⁾	12/13/2024		M			4,345	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	4,345	$0	56,484	D
Stock Option (right to buy)	$9.41	12/16/2024		M⁽³⁾			472	⁽⁹⁾	12/22/2030	Class A Common Stock	472	$0	0	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 stock option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on September 11, 2023 by the Reporting Person.

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 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.

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 September 15, 2022.

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 June 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 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.

9. The shares of Class A common stock vest in a series of forty-eight successive equal monthly installments beginning on February 16, 2021, subject to the Reporting Person's continuous service with the issuer.

Remarks:

	/s/ Alexandra Cotter Wilkins, Attorney-in-Fact	12/17/2024
	** 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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