SEC Form 3: Llc Xv, Management Venture Institutional claimed ownership of 20,373,064 units of Class A Common Stock

2/1/21 9:59:21 PM ET

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SEC FORM 3 SEC Form 3

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^*

Institutional Venture Management XV, LLC

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

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 ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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	53,895⁽¹⁾	I	Held by Institutional Venture Partners XV Executive Fund, L.P⁽²⁾
Class A Common Stock	10,132,631⁽³⁾	I	Held by Institutional Venture Partners XV, L.P.⁽⁴⁾
Class A Common Stock	10,186,538⁽⁵⁾	I	Held by Institutional Venture Partners XVI, L.P⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Warrant (right to buy)	02/19/2021	01/20/2026	Class A Common Stock	297	11.5	I	Held by Institutional Venture Partners XV Executive Fund, L.P.⁽²⁾
Warrant (right to buy)	02/19/2021	01/20/2026	Class A Common Stock	56,659	11.5	I	Held by Institutional Venture Partners XV, L.P.⁽⁴⁾
Warrant (right to buy)	02/19/2021	01/20/2026	Class A Common Stock	56,961	11.5	I	Held by Institutional Venture Partners XVI, L.P⁽⁶⁾

1. Name and Address of Reporting Person^*

Institutional Venture Management XV, LLC

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XV Executive Fund, L.P.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XV, L.P.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Management XVI, LLC

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XVI, L.P.

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Chaffee Todd C

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FOGELSONG NORMAN A

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Harrick Stephen J

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Phelps Dennis B

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Miller J Sanford

(Last)

(First)

(Middle)

2884 SAND HILL ROAD, SUITE 100

(Street)

MENLO PARK

94025

(City)

(State)

(Zip)

Explanation of Responses:

1. Includes 4,798 shares of restricted Class A Common Stock (the "Earn Out Shares"). The Earn Out Shares vest in equal thirds if the trading price of Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day period (the "Earn Out Conditions"). If the Earn Out Conditions are not met during the five years following closing (the "Earn Out Period"), then the unvested Earn Out Shares will be automatically forfeited.

2. These shares are owned directly by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"), of which Institutional Venture Management XV, LLC ("IVM XV") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

3. Includes 902,859 Earn Out Shares. If the Earn Out Conditions are not met during the Earn Out Period, then the applicable Earn Out Shares will be automatically forfeited.

4. These shares are owned directly by Institutional Venture Partners XV, L.P. ("IVP XV"), of which IVM XV is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

5. Includes 907,663 Earn Out Shares. If the Earn Out Conditions are not met during the Earn Out Period, then the applicable Earn Out Shares will be automatically forfeited.

6. These shares are owned directly by Institutional Venture Partners XVI, L.P. ("IVP XVI"), of which Institutional Venture Management XVI, LLC ("IVM XVI") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XVI are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash, and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

Remarks:

Form 1 of 2.

	By: /s/ Tracy Hogan, attorney-in-fact	02/01/2021
	** 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.

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SEC Form 3: Llc Xv, Management Venture Institutional claimed ownership of 20,373,064 units of Class A Common Stock

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