Executive Chair Hasson Heather L. was granted 947,868 shares, increasing direct ownership by 271% to 1,298,197 units (SEC Form 4)
$FIGS
Apparel
Consumer Discretionary
| 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
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) 08/12/2025 | ||||||||||||||||||||||||||
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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 | 08/12/2025 | A | 947,868(1) | A | $0 | 1,298,197(2) | D | |||
| Class A Common Stock | 8,338 | I | Held by the Heather Hasson Revocable Trust | |||||||
| Class A Common Stock | 141(3) | I | Held by Hollywood Capital Partners LLC | |||||||
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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) | $22 | 08/12/2025 | D | 727,097 | (4) | 05/25/2031 | Class A Common Stock | 727,097 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.63 | 08/12/2025 | A | 727,097 | (6) | 05/25/2031 | Class A Common Stock | 727,097 | (5) | 727,097 | D | ||||
| Stock Option (Right to Buy) | $11.79 | 08/12/2025 | D | 2,863,828 | (4) | 08/08/2032 | Class A Common Stock | 2,863,828 | (5) | 0 | D | ||||
| Stock Option (Right to Buy) | $6.63 | 08/12/2025 | A | 2,863,828 | (7) | 08/08/2032 | Class A Common Stock | 2,863,828 | (5) | 2,863,828 | D | ||||
| Explanation of Responses: |
| 1. These Restricted Stock Units ("RSUs") vest as to 1/16th of the shares of Class A Common Stock underlying the RSUs on each quarterly anniversary following August 1, 2025, subject to the Reporting Person's continued service through the applicable vesting date. |
| 2. 947,868 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. In addition to the securities reported in this column, the Reporting Person holds 2,814,480 shares of the Issuer's Class B Common Stock directly and indirectly through various trusts, which are convertible at any time at the option of the Reporting Person into an equal number of shares of Class A Common Stock, and 11,449,396 shares of the Issuer's Class A Common Stock underlying vested options, neither of which are reported on this Form 4. |
| 3. The Reporting Person is a managing member of Hollywood Capital Partners LLC and disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. |
| 4. All shares underlying this option have vested. |
| 5. The transactions reported herein reflect a one-time stock option repricing (the "Option Repricing") effective on August 12, 2025 (the "Repricing Date"). The Option Repricing applies to (i) 727,097 fully vested options originally granted to the Reporting Person on May 26, 2021 with an original exercise price of $22.00 and (ii) 2,863,828 fully vested options originally granted to the Reporting Person on August 9, 2022 with an original exercise price of $11.79. Pursuant to the Option Repricing, the exercise prices of the repriced options have been amended to reduce the exercise price to $6.63 per share, the closing price of the Issuer's Class A Common Stock on the Repricing Date. The vesting schedules of the repriced options have also been extended as reported herein. There is no change to the expiration dates of, or number of shares underlying, the repriced options. For more information, see Part II, Item 5. "Other Information" in the Issuer's Form 10-Q filed with the SEC on 8/7/2025. |
| 6. The option vests and becomes exercisable in 24 equal monthly installments, with the first installment vesting on September 12, 2025. |
| 7. The option vests and becomes exercisable in 48 equal monthly installments, with the first installment vesting on September 12, 2025. |
| Remarks: |
| /s/ Danielle Warner as Attorney-in-Fact for Heather Hasson | 08/14/2025 | |
| ** 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. | ||