SEC Form 3: Jack Abraham claimed ownership of 24,071,202 units of Class A Common Stock
$OAC
Business Services
Finance
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/20/2021 |
3. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Class A Common Stock | 717,527(1) | D | |
| Class A Common Stock | 278,871(2) | I | See footnote(3) |
| Class A Common Stock | 1,301,976(4) | I | See footnote(5) |
| Class A Common Stock | 973,211(6) | I | See footnote(7) |
| Class A Common Stock | 8,159,021(8) | I | See footnote(9) |
| Class A Common Stock | 8,268,565(10) | I | See footnote(11) |
| Class A Common Stock | 4,372,031(12) | I | See footnote(13) |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Warrants (right to buy) | 02/19/2021 | 01/20/2026 | Class A Common Stock | 4,012 | 11.5 | D | |
| Warrants (right to buy) | 02/19/2021 | 01/20/2026 | Class A Common Stock | 1,559 | 11.5 | I | See footnote(14) |
| Warrants (right to buy) | 02/19/2021 | 01/20/2026 | Class A Common Stock | 7,280 | 11.5 | I | See footnote(15) |
| Warrants (right to buy) | 02/19/2021 | 01/20/2026 | Class A Common Stock | 5,442 | 11.5 | I | See footnote(16) |
| Warrants (right to buy) | 02/19/2021 | 01/20/2026 | Class A Common Stock | 45,626 | 11.5 | I | See footnote(17) |
| Warrants (right to buy) | 02/19/2021 | 01/20/2026 | Class A Common Stock | 46,238 | 11.5 | I | See footnote(18) |
| Warrants (right to buy) | 02/19/2021 | 01/20/2026 | Class A Common Stock | 24,449 | 11.5 | I | See footnote(19) |
| Explanation of Responses: |
| 1. Number of shares includes 63,934 shares of restricted stock (i) issued in connection with the Issuer's business combination and (ii) representing one share of the Issuer's Class A Common Stock outstanding subject to forfeiture conditions ("Earn-Out Stock"). |
| 2. Number of shares includes 24,848 shares of Earn-Out Stock. |
| 3. Shares are owned by Atomic Incentives, LLC ("Incentives"). Atomic Labs, LLC ("Labs") is the sole member of Incentives. The Reporting Person is the sole manager of Labs and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Incentives. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Incentives and Labs, as applicable. |
| 4. Number of shares includes 116,011 shares of Earn-Out Stock. |
| 5. Shares are owned by Atomic Labs I, L.P. ("Labs I"). Atomic Labs GP I, LLC ("Labs GP I") is the general partner of Labs I. The Reporting Person is the sole managing member of Labs GP I and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Labs I. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs I and Labs GP I, as applicable. |
| 6. Number of shares includes 86,717 shares of Earn-Out Stock. |
| 7. Shares are owned by Atomic Labs I-B, L.P. ("Labs I-B"). Labs GP I is the general partner of Labs I-B. The Reporting Person is the sole managing member of Labs GP I and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Labs I-B. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs I-B and Labs GP I, as applicable. |
| 8. Number of shares includes 727,004 shares of Earn-Out Stock. |
| 9. Shares are owned by F41 Investments LLC ("F41"). The Reporting Person is the managing member of F41 and controls voting and dispositive power with respect to the securities held by F41. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in F41. |
| 10. Number of shares includes 736,765 shares of Earn-Out Stock. |
| 11. Shares are owned by Atomic Labs II, L.P. ("Labs II"). Atomic Labs GP II, LLC ("Labs GP II") is the general partner of Labs II. The Reporting Person is a managing member of Labs GP II and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Labs II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs II and Labs GP II, as applicable. |
| 12. Number of shares includes 389,567 shares of Earn-Out Stock. |
| 13. Shares are held by The Jack Abraham 2020 Irrevocable Trust A, which is a trust the holdings of which may be attributable to the Reporting Person. |
| 14. These warrants to purchase Issuer common stock are held by Incentives. Labs is the sole member of Incentives. The Reporting Person is the sole manager of Labs and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Incentives. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Incentives and Labs, as applicable. |
| 15. These warrants to purchase Issuer Class A common stock are held by Labs I. Labs GP I is the general partner of Labs I. The Reporting Person is the sole managing member of Labs GP I and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Labs I. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs I and Labs GP I, as applicable. |
| 16. These warrants to purchase Issuer Class A common stock are held by Labs I-B. Labs GP I is the general partner of Labs I-B. The Reporting Person is the sole managing member of Labs GP I and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Labs I-B. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs I-B and Labs GP I, as applicable. |
| 17. These warrants to purchase Issuer Class A common stock are held by F41. The Reporting Person is the managing member of F41 and controls voting and dispositive power with respect to the securities held by F41. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in F41. |
| 18. These warrants to purchase Issuer Class A common stock are held by Labs II. Labs GP II is the general partner of Labs II. The Reporting Person is a managing member of Labs GP II and, as such, may be deemed to hold voting and dispositive power with respect to the securities held by Labs II. The Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of such securities and this report shall not be deemed an admission that he is the beneficial owner of such securities, except to the extent of his indirect pecuniary interest therein, if any, by virtue of his interest in Labs II and Labs GP II, as applicable. |
| 19. These warrants to purchase Issuer Class A common stock are held by The Jack Abraham 2020 Irrevocable Trust A, which is a trust the holdings of which may be attributable to the Reporting Person. |
| /s/ Jack Abraham | 01/22/2021 | |
| ** 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 5 (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. | ||