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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
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FIGS, Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
30260D103 (CUSIP Number) |
Gregg A. Noel, Esq. Skadden, Arps, Slate, Meagher & Flom LLP, 525 University Avenue, Suite 1400 Palo Alto, CA, 94301 (650) 470-4500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Thomas J. Tull | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,793,826.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The percentage in row 13 is based on 161,526,637 shares of Class A Common Stock outstanding as of October 31, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
FIGS, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2834 Colorado Avenue, Suite 100, Santa Monica,
CALIFORNIA
, 90404. | |
Item 1 Comment:
Explanatory Note - This Amendment No. 3 ("Amendment No. 3") amends and supplements the statements on Schedule 13D filed on May 27, 2022, as amended by Amendment No. 1 filed on October 7, 2022 and Amendment No. 2 filed on January 10, 2025 (as amended, the "Schedule 13D"). Except as set forth herein, this Amendment No. 3 does not modify any of the information previously reported in the Schedule 13D. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:
On January 11, 2025, pursuant to the Put-Call Agreement dated January 7, 2025 among BAMCO, Inc., a wholly-owned subsidiary of Baron Capital Group, Inc., (BAMCO, Inc. is hereinafter referred to as the "Buyer"), the Reporting Person in his individual capacity, the Reporting Person in his capacity as trustee of the Tull Family Trust, u/a/d August 1, 2005, as amended, and First Light Investors, LLC (collectively with the Reporting Person and the Tull Family Trust, u/a/d August 1, 2005, as amended, the "Sellers"), the Sellers exercised the right to require the Buyer to purchase from the Sellers 19,039,999 shares of Class A Common Stock at a price equal to $6.25 per share.
On January 13, 2025, the transfer of the 19,039,999 shares of Class A Common Stock from the Reporting Person to the Buyer was completed.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Items 5(a)-(b) of the Schedule 13D are hereby amended and restated as follows:
The information in Item 4 of this Schedule 13D is incorporated herein by reference.
(a) - (b) Calculations of the percentage of Class A Common Stock beneficially owned is based on 161,526,637 shares of Class A Common Stock outstanding as of October 31, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2024.
The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference.
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| (b) | As of the date hereof, (i) the Reporting Person directly holds 2,101,277 shares of Class A Common Stock, (ii) the Tull Family Trust, u/a/d August 1, 2005, as amended, of which the Reporting Person is the trustee, directly holds 6,675,631 shares of Class A Common Stock, and (iii) First Light Investors, LLC, an entity which is controlled by the Reporting Person's spouse, directly holds 16,918 shares of Class A Common Stock and over which the Reporting Person may be deemed to have shared investment and voting power. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
The information in Item 4 of this Schedule 13D is hereby incorporated by reference into this Item 6.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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