Chairman Saunders Brent L was granted 78,534 shares and covered exercise/tax liability with 24,668 shares, increasing direct ownership by 0.92% to 5,881,319 units (SEC Form 4)
$SKIN
Medical/Dental Instruments
Health Care
| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Beauty Health Co [ SKIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/31/2022 | ||||||||||||||||||||||||||
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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 | 03/31/2022 | F(1) | 3,711 | D | $16.88 | 5,823,742 | D | |||
| Class A Common Stock | 06/30/2022 | F(1) | 3,076 | D | $12.86 | 5,820,666 | D | |||
| Class A Common Stock | 09/30/2022 | F(1) | 2,166 | D | $11.79 | 5,818,500 | D | |||
| Class A Common Stock | 12/30/2022 | F(1) | 2,167 | D | $9.1 | 5,816,333 | D | |||
| Class A Common Stock | 02/03/2023 | F(1) | 13,548 | D | $12.9 | 5,802,785 | D | |||
| Class A Common Stock | 07/08/2024 | A(2) | 78,534 | A(2) | (2) | 5,881,319 | D | |||
| Class A Common Stock | 1,681,771 | I | By Triplet(3) | |||||||
| Class A Common Stock | 1,121,180 | I | By Trust(4) | |||||||
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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 | ||||||||
| Explanation of Responses: |
| 1. Represents shares withheld by the issuer to satisfy tax withholding requirements on vesting of restricted stock units and does not represent a sale. |
| 2. Represents a grant of restricted stock units ("RSUs"). The RSUs vest on the earlier of the one-year anniversary of the grant and the date of the 2025 Annual Meeting of Stockholders of the Company, contingent upon the reporting person's continued service as a member of the Company's board of directors through such time. |
| 3. Represents securities held by Triplet Enterprises III, LLC ("Triplet"). The reporting person is the managing member of Triplet and may be deemed to beneficially own the securities held by Triplet, but disclaims beneficial ownership of such securities except to any pecuniary interest the reporting person may have therein. |
| 4. Represents securities held by the Saunders Family Trust ("Trust"). The reporting person has voting and dispositive control over these securities and thus the reporting person may be deemed to beneficially own the securities held by Trust, but disclaims beneficial ownership of such securities except to any pecuniary interest the reporting person may have therein. |
| Remarks: |
| /s/ Brenton L. Saunders | 07/10/2024 | |
| ** 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). | ||
| 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. | ||