SEC Form 3: Llc Xv, Management Venture Institutional claimed ownership of 20,373,064 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 | |||
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| 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) |
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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 | ||||
| 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*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 2 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. | ||