President & CEO Field Dylan converted options into 3,029,063 shares and sold $112,985,597 worth of shares (3,029,063 units at $37.30) (SEC Form 4)
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Computer Software: Prepackaged Software
Technology
| 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
Figma, Inc. [ FIG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/17/2025 | ||||||||||||||||||||||||||
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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 | 11/17/2025 | C | 3,029,063 | A | $37.3005 | 3,029,063 | D | |||
| Class A Common Stock | 11/17/2025 | S(1)(2) | 2,064,640 | D | $37.0408(3) | 964,423 | D | |||
| Class A Common Stock | 11/17/2025 | S(1)(2) | 964,423 | D | $37.8565(4) | 0 | 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 | ||||||||
| Restricted Stock Units(5) | (6) | 11/17/2025 | M | 5,625,000 | (7) | 10/27/2028 | Class B Common Stock | 5,625,000 | $0 | 5,625,000 | D | ||||
| Class B Common Stock | (8) | 11/17/2025 | M | 5,625,000 | (8) | (8) | Class A Common Stock | 5,625,000 | $0 | 40,238,891 | D | ||||
| Class B Common Stock | (8) | 11/17/2025 | C | 3,029,063 | (8) | (8) | Class A Common Stock | 3,029,063 | $0 | 37,209,828 | D | ||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 1,135,325 | 1,135,325 | I | By Trust(9) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 1,122,908 | 1,122,908 | I | By Trust(10) | |||||||
| Class B Common Stock | (8) | (8) | (8) | Class A Common Stock | 15,004,517 | 15,004,517 | I | See footnote(11) | |||||||
| Explanation of Responses: |
| 1. The sales reported in this line item represent shares sold by the Reporting Person to cover tax withholding obligations with the vesting and settlement of restricted stock units ("RSUs"). The sales were to satisfy withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary transactions by the Reporting Person. |
| 2. The sales reported in this line item were effected pursuant to a sell to cover instruction letter intended to satisfy the affirmative defense of 10b5-1(c) for sales of only such number of shares of the Issuer's Class A Common Stock as are necessary to satisfy the applicable tax withholding obligations arising from the vesting of RSUs granted to the Reporting Person. |
| 3. Represents the weighted average sale price. The lowest price at which shares were sold was $36.57 and the highest price at which shares were sold was $37.565. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein. |
| 4. Represents the weighted average sale price. The lowest price at which shares were sold was $37.57 and the highest price at which shares were sold was $38.53. The Reporting Person undertakes to provide upon request to the staff of the Securities and Exchange Commission, the Issuer or its stockholders, full information regarding the total number of shares sold at each separate price within the range set forth herein. |
| 5. Represents RSUs previously reported on Form 3 filed by the Reporting Person on July 30, 2025 that were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation Committee of the Issuer's Board of Directors on October 21, 2025. |
| 6. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement. |
| 7. The award was granted subject to a performance-based vesting condition that was satisfied in connection with the Issuer's initial public offering, as well as service-based and market-based vesting conditions, with the market-based vesting condition comprised of three tranches representing 1,875,000, 3,750,000 and 5,625,000 of the underlying shares of the Issuer's Class B Common Stock, respectively, that were satisfied upon the achievement of certain public market capitalization targets as certified by the Compensation Committee of the Issuer's Board of Directors on October 21, 2025. The award settled with respect to 50% of the RSUs underlying the award on November 17, 2025. The remaining 50% of the RSUs underlying the award is expected to settle on February 17, 2026. |
| 8. Each share of Class B Common Stock is convertible into one share of the lssuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation. |
| 9. These shares are held by the Dylan Field 2024 Annuity Trust, of which the Reporting Person is trustee. |
| 10. These shares are held by the Field 2021 Descendants Trust, of which Bryn Mawr Trust Company of Delaware serves as trustee and may be replaced at the discretion of the Reporting Person. |
| 11. These shares are held of record by LLL Investments LLC which is associated with the Reporting Person. |
| /s/ Brendan Mulligan, Attorney-in-Fact | 11/19/2025 | |
| ** 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. | ||