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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIGS, Inc. [ FIGS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Class A Common Stock | 09/20/2021 | C | 1,468,324 | A | (1) | 1,468,324 | I | Held by the Catherine Spear Revocable Trust | ||
Class A Common Stock | 09/20/2021 | S | 1,468,324 | D | $40.25 | 0 | I | Held by the Catherine Spear Revocable Trust | ||
Class A Common Stock | 1,804,397(2) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class B Common Stock | (3) | 07/01/2021 | G | V | 319,734(4) | (3) | (3) | Class A Common Stock | 319,734 | (3) | 983,016 | I | Held by the Wingaersheek Irrevocable Trust I u/a/d 10/15/2020 | ||
Class B Common Stock | (3) | 07/01/2021 | G | V | 319,734(4) | (3) | (3) | Class A Common Stock | 319,734 | (3) | 2,619,810 | I | Held by the Catherine Spear Revocable Trust | ||
Class B Common Stock | (3) | 07/01/2021 | G | V | 319,734(5) | (3) | (3) | Class A Common Stock | 319,734 | (3) | 983,016 | I | Held by the Wingaersheek Irrevocable Trust II u/a/d 10/15/2020 | ||
Class B Common Stock | (3) | 07/01/2021 | G | V | 319,734(5) | (3) | (3) | Class A Common Stock | 319,734 | (3) | 2,939,544 | I | Held by the Catherine Spear Revocable Trust | ||
Class B Common Stock | (3) | 09/20/2021 | C | 1,468,324(1) | (3) | (3) | Class A Common Stock | 1,468,324 | $0.00 | 1,471,220 | I | Held by the Catherine Spear Revocable Trust |
Explanation of Responses: |
1. On September 20, 2021, the Reporting Person directed the sale of 1,468,324 shares of her Class B Common Stock, resulting in the automatic conversion of such shares of Class B Common Stock at a 1:1 ratio into shares of the Issuer's Class A Common Stock upon execution of the sale and pursuant to the terms of the Issuer's Amended and Restated Certificate of Incorporation. |
2. These securities are restricted stock units ("RSUs") each representing a contingent right to receive one share of the Issuer's Class A Common Stock. Upon vesting and settlement of the RSUs, the shares of the Issuer's Class A Common Stock held by the Reporting Person may be exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock at the election of the Reporting Person pursuant to an equity award exchange right agreement between the Issuer and the Reporting Person, as previously approved by the Issuer's board of directors. |
3. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon transfer or certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. All shares of Class B Common Stock, if not previously converted, will automatically convert into Class A Common Stock on June 1, 2031. |
4. On July 1, 2021, the Reporting Person transferred 319,734 shares of Class B Common Stock of the Issuer from the Wingaersheek Irrevocable Trust I u/a/d 10/15/2020 to the Catherine Spear Revocable Trust, of each of which the Reporting Person is trustee. The Reporting Person has voting and investment control over these shares. |
5. On July 1, 2021, the Reporting Person transferred 319,734 shares of Class B Common Stock of the Issuer from the Wingaersheek Irrevocable Trust II u/a/d 10/15/2020 to the Catherine Spear Revocable Trust, of each of which the Reporting Person is trustee. The Reporting Person has voting and investment control over these shares. |
Remarks: |
/s/ Danielle Warner, Attorney-in-Fact for Catherine Eva Spear | 09/20/2021 | |
** 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. |