Chief Financial Officer Okupe Oluyemi exercised 109,309 shares at a strike of $6.57 and sold $4,276,609 worth of shares (142,886 units at $29.93), decreasing direct ownership by 23% to 112,186 units (SEC Form 4)
$HIMS
Medical/Nursing Services
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). | |||||||||||||||||
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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
Hims & Hers Health, Inc. [ HIMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/13/2024 | ||||||||||||||||||||||||||
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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 | 11/13/2024 | M(1) | 26,100 | A | $11.53 | 171,863 | D | |||
| Class A Common Stock | 11/13/2024 | M(1) | 83,209 | A | $5.01 | 255,072 | D | |||
| Class A Common Stock | 11/13/2024 | S(1) | 997 | D | $28.7575(2) | 254,075 | D | |||
| Class A Common Stock | 11/13/2024 | S(1) | 1,391 | D | $28.7233(3) | 252,684 | D | |||
| Class A Common Stock | 11/13/2024 | S(1) | 9,193 | D | $28.382(4) | 243,491 | D | |||
| Class A Common Stock | 11/13/2024 | S(1) | 131,305 | D | $30.0603(5) | 112,186 | D | |||
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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 | ||||||||
| Stock Option (right to buy) | $11.53 | 11/13/2024 | M(1) | 26,100 | (6) | 03/01/2033 | Class A Common Stock | 26,100 | $0 | 65,732 | D | ||||
| Stock Option (right to buy) | $5.01 | 11/13/2024 | M(1) | 83,209 | (7) | 02/23/2032 | Class A Common Stock | 83,209 | $0 | 536,824 | D | ||||
| Explanation of Responses: |
| 1. The stock option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on May 31, 2024 by the Reporting Person. |
| 2. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.74 - $28.815. 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. |
| 3. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.16 - $28.815. 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. |
| 4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.10 - $28.83. 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. |
| 5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $29.95 - $30.42. 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. |
| 6. The options are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with 1/48th of the options vesting monthly, beginning on April 1, 2023. |
| 7. 25% of the options will vest on the twelve (12) month anniversary of the Vesting Commencement Date of January 24, 2022. The balance of the shares shall vest in a series of thirty-six (36) successive equal monthly installments measured from the twelve (12) month anniversary of the Vesting Commencement Date, subject to optionholder's continuous Service (as defined in the Plan) as of each such vesting date. |
| Remarks: |
| /s/ Alexandra Cotter Wilkins, Attorney-in-Fact | 11/14/2024 | |
| ** 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. | ||