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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
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FIGS, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
30260D103 (CUSIP Number) |
Patrick M. Patalino Baron Capital Group, Inc., 767 Fifth Avenue, 49th Floor New York, NY, 10153 (212) 583-2119 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/26/2025 (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
BAMCO INC /NY/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
52,387,876.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
32.43 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
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| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Baron Capital Management, Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,283,708.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
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| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Ronald Baron | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
58,671,584.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
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| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Baron Capital Group, Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
58,671,584.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
36.32 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
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| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Baron Growth Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,368,569.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13D
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| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Baron Focused Growth Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,493,569.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.26 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (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:
This Amendment No. 4 (this "Amendment") amends and supplements that statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on December 31, 2024 (the "Original Schedule 13D"), as amended by the Amendment No. 1, filed on January 7, 2025 ("Amendment No. 1"), the Amendment No. 2, filed on January 14, 2025 ("Amendment No. 2") and the Amendment No. 3, filed on February 21, 2025 ("Amendment No. 3" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and this Amendment, the "Schedule 13D"), that relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of FIGS, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 2834 Colorado Avenue, Suite 100, Santa Monica, California 90404. Except as provided herein, all Items of the Original Schedule 13D (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3) remain unchanged and this Amendment does not modify any information previously reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Scheduled 13D (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3) is hereby amended and supplemented to include the following:
Stockholders Agreement
On February 26, 2025, Baron Capital Management, Inc. ("BCM") and BAMCO (together with BCM, "Baron") entered into a Stockholders Agreement with the Issuer (the "Stockholders Agreement") pursuant to the terms of the Binding Term Sheet dated as of January 13, 2025 (as previously filed). Pursuant to the Stockholders Agreement, the parties agreed to certain standstill restrictions, transfer restrictions, voting cutbacks and registration rights provisions, as summarized below.
Standstill Restrictions
From and after January 13, 2025 until the date that Baron and its affiliates (collectively, the "Stockholder Group") cease to hold at least 17.5% of the outstanding shares of the Class A Common Stock, Baron agrees that it will not, and it will cause its affiliates not to, purchase any equity securities of the Issuer without the Issuer's prior written consent. This restriction does not apply to the shares of Class A Common Stock that Baron has acquired under the Agreement.
Additionally, from January 13, 2025 until the earlier to occur of (i) the time and date of the Final Conversion Event (as defined in Section 7.4 of Article IV.A. of the Amended and Restated Certificate of Incorporation of the Issuer dated June 1, 2021), (ii) the date that Catherine Spear ceases to be the Chief Executive Officer or Co-Chief Executive Officer of the Issuer and (iii) the date that the Stockholder Group ceases to hold at least 17.5% of the outstanding shares of Class A Common Stock (such period, the "Standstill Period"), the Stockholder Group agrees to abide by certain other standstill restrictions, including restrictions on participating in a proxy contest and engaging in or facilitating extraordinary transactions with the Issuer (subject to certain limited exceptions).
Transfer Restrictions
During the Standstill Period, the Stockholder Group agrees that it will not transfer any of the Put-Call Shares, except under certain circumstances, including (i) with the Issuer's prior written consent, (ii) to a wholly owned subsidiary of BCM or any other entity controlled or managed by BAMCO or a subsidiary thereof or (iii) in connection with a redemption of interests by an investor in an entity holding Put-Call Shares.
Voting Cutback
The Stockholder Group is entitled to vote up to twenty-five percent (25%) of the Issuer's then-outstanding shares of Class A Common Stock (the "Voting Threshold"), in its sole and absolute discretion. During the Standstill Period, however, any Put-Call Shares that it owns in excess of the Voting Threshold must be voted in favor of all persons nominated to serve as directors of the Issuer by the board of directors of the Issuer.
Registration Rights
The Stockholders Agreement provides the Stockholder Group with customary demand, piggyback and shelf registration rights. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.5 Stockholders Agreement, dated as of February 26, 2025, by and among the Issuer, Baron Capital Management, Inc. and BAMCO, Inc. | ||
| 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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