0001773751-24-000403.txt : 20241217 0001773751-24-000403.hdr.sgml : 20241217 20241217195740 ACCESSION NUMBER: 0001773751-24-000403 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241213 FILED AS OF DATE: 20241217 DATE AS OF CHANGE: 20241217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dudum Andrew CENTRAL INDEX KEY: 0001837796 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38986 FILM NUMBER: 241557354 MAIL ADDRESS: STREET 1: 2269 CHESTNUT STREET, #523 CITY: SAN FRANCISCO STATE: CA ZIP: 94123 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Hims & Hers Health, Inc. CENTRAL INDEX KEY: 0001773751 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2269 CHESTNUT ST STREET 2: #523 CITY: SAN FRANCISCO STATE: CA ZIP: 94123 BUSINESS PHONE: 415-851-0195 MAIL ADDRESS: STREET 1: 2269 CHESTNUT ST STREET 2: #523 CITY: SAN FRANCISCO STATE: CA ZIP: 94123 FORMER COMPANY: FORMER CONFORMED NAME: Oaktree Acquisition Corp. DATE OF NAME CHANGE: 20190412 4/A 1 wk-form4a_1734483454.xml FORM 4/A X0508 4/A 2024-12-13 2024-12-17 0 0001773751 Hims & Hers Health, Inc. HIMS 0001837796 Dudum Andrew 2269 CHESTNUT STREET, #523 SAN FRANCISCO CA 94123 1 1 1 0 Chief Executive Officer 1 Class A Common Stock 2024-12-13 4 M 0 176308 A 209810 D Class A Common Stock 2024-12-13 4 F 0 97062 30.02 D 112748 D Class A Common Stock 2024-12-16 4 S 0 2792 28.8695 D 109956 D Class A Common Stock 2024-12-16 4 S 0 31934 28.8862 D 538464 I Held by Trustee of Dudum Family Community Property Trust Class A Common Stock 2024-12-16 4 S 0 15600 29.7767 D 522864 I Held by Trustee of Dudum Family Community Property Trust Class A Common Stock 2024-12-16 4 M 0 17001 2.43 A 126957 D Class A Common Stock 2024-12-16 4 S 0 17001 28.7849 D 109956 D Class A Common Stock 2024-12-16 4 M 0 16667 2.43 A 126623 D Class A Common Stock 2024-12-16 4 S 0 16667 28.7873 D 109956 D Class A Common Stock 2024-12-16 4 M 0 41667 2.43 A 151623 D Class A Common Stock 2024-12-16 4 S 0 41667 30.3459 D 109956 D Class A Common Stock 2024-12-17 4 S 0 68707 32.0082 D 41249 D Class A Common Stock 2024-12-17 4 S 0 10539 32.6342 D 30710 D Class A Common Stock 1194545 I Held by Trustee of AD 2022 GRAT 3 dated 11-28-2022 Class A Common Stock 1177133 I Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015 Class A Common Stock 1286627 I Held by Trustee of AD 2021 GRAT dated 11-1-2021 Class A Common Stock 534491 I Held by Trustee of AD 2022 GRAT Class A Common Stock 321657 I Held by Trustee of AD 2021 GRAT 2 dated 11-1-2021 Class A Common Stock 1584506 I Held by Trustee of AD 2023 GRAT dated 9-5-2023 Class A Common Stock 829185 I Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022 Class A Common Stock 1500 I Held by Trustees of Richard M. Dudum Irrevocable 1 U/A dtd 10/15/1997 Class A Common Stock 2874769 I Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021 Restricted Stock Unit 2024-12-13 4 M 0 35446 0 D Class A Common Stock 35446 319019 D Restricted Stock Unit 2024-12-13 4 M 0 35242 0 D Class A Common Stock 35242 176210 D Restricted Stock Unit 2024-12-13 4 M 0 7330 0 D Class A Common Stock 7330 7330 D Restricted Stock Unit 2024-12-13 4 M 0 107 0 D Class A Common Stock 107 108 D Restricted Stock Unit 2024-12-13 4 M 0 3575 0 D Class A Common Stock 3575 3576 D Restricted Stock Unit 2024-12-13 4 M 0 1789 0 D Class A Common Stock 1789 1789 D Restricted Stock Unit 2024-12-13 4 M 0 18289 0 D Class A Common Stock 18289 18289 D Restricted Stock Unit 2024-12-13 4 M 0 74530 0 D Class A Common Stock 74530 968888 D Stock Option (right to buy) 2.43 2024-12-16 4 M 0 17001 0 D 2030-06-17 Class A Common Stock 17001 187015 D Stock Option (right to buy) 2.43 2024-12-16 4 M 0 16667 0 D 2030-06-16 Class A Common Stock 16667 1606402 D Stock Option (right to buy) 2.43 2024-12-16 4 M 0 41667 0 D 2030-06-16 Class A Common Stock 41667 1564735 D The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU. 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. The stock option exercises and 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.68 - $29.03. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.51 - $29.50. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $29.505 - $30.22. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.50 - $29.12. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.51 - $29.21. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $30.00 - $30.72. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $31.58 - $32.56. 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. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $32.58 - $32.77. 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. The Form 4 is being amended to add holdings that were omitted in error in the original filing. No transactions occurred in these holdings. 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. 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. 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. 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. Prior to the Company's business combination transaction in 2021, the option represented the right to purchase 7,166,182 shares of Hims, Inc. with an exercise price of $1.10. Following the Company's business combination transaction in 2021, the option converted into the right to purchase 3,246,139 shares of the Company with an exercise price of $2.43. 100% of the shares subject to the option vested upon certain specified thresholds met in 2021. The Stock Option was received in exchange for an option to purchase 3,583,091 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous Service beginning March 13, 2020. /s/ Alexandra Cotter Wilkins, Attorney-in-Fact 2024-12-17