SEC Form 4: Alex Bard was granted 10,380,627 units of Class A Common Stock
$OAC
Business Services
Finance
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 01/20/2021 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
|||||||||||||||||||||||||
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 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 | 01/20/2021 | A | 311,414 | A | (1)(2) | 311,414 | I | Held by Redpoint Associates VI, L.L.C.(9) | ||
| Class A Common Stock | 01/20/2021 | A | 10,069,213 | A | (3) | 10,069,213 | I | Held by Redpoint Ventures VI, L.P.(9) | ||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 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 | ||||||||
| Warrant (right to buy) | $11.5 | 01/20/2021 | A | 1,739 | (4) | 01/20/2026 | Class A Common Stock | 1,739 | $0.00 | 1,739 | I | Held by Redpoint Associates VI, L.L.C.(9) | |||
| Warrant (right to buy) | $11.5 | 01/20/2021 | A | 56,307 | (4) | 01/20/2026 | Class A Common Stock | 56,307 | $0.00 | 56,307 | I | Held by Redpoint Ventures VI, L.P.(9) | |||
| Restricted Stock Unit | (5) | 01/20/2021 | A | 35,627 | (6) | (6) | Class A Common Stock | 35,627 | $0.00 | 35,627 | D | ||||
| Restricted Stock Unit | (7) | 01/20/2021 | A | 3,485 | (8) | (8) | Class A Common Stock | 3,485 | $0.00 | 3,485 | D | ||||
| Explanation of Responses: |
| 1. In connection with the merger described in that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the "Merger"), by and among Oaktree Acquisition Corp., now known as Hims & Hers Health, Inc. ("New Hims"), RX Merger Sub Inc., and Hims, Inc., the Reporting Person received (i) 283,667 shares of Class A Common Stock of New Hims and (ii) 27,747 shares of restricted New Hims Class A Common Stock (the "Earn Out Shares") in exchange for 626,229 shares of Class A Common Stock of Hims, Inc. The Earn Out Shares vest in equal thirds if the trading price of New Hims 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. (Continued from footnote 1) On the effective date of the Merger, the closing price of New Hims Class A Common Stock was $16.38 per share. |
| 3. In connection with the Merger, the Reporting Person received (i) 9,172,003 shares of Class A Common Stock of New Hims and (ii) 897,210 Earn Out Shares in exchange for 20,248,131 shares of Class A Common Stock of Hims, Inc. If the Earn Out Conditions are not met during the Earn Out Period, then the applicable Earn Out Shares shall be automatically forfeited. On the effective date of the Merger, the closing price of New Hims Class A Common Stock was $16.38 per share. |
| 4. In connection with the Merger, the Reporting Person received warrants exercisable for shares of New Hims Class A Common Stock in exchange for Class A Common Stock of Hims, Inc. |
| 5. In connection with the Merger, the Reporting Person received New Hims restricted stock units ("New Hims RSUs") in exchange for restricted stock units of Hims, Inc. ("Legacy Hims RSUs"). |
| 6. The New Hims RSUs were received in exchange for 78,651 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period commencing in March 2021, with 25% vesting on the first Company Quarterly Vesting Date (as defined below) occurring on or following the one-year anniversary of the vesting commencement date and the remaining 75% of the New Hims RSUs vesting in equal quarterly installments over the following 3 years, on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date") occurring thereafter, subject to the individual's continuous service with Him News. The New Hims RSU expires in January 2028. |
| 7. In connection with the Merger, the Reporting Person received additional New Hims RSUs representing a portion of the aggregate 16,000,000 shares of New Hims Class A Common Stock comprising the Earn Out shares (the "Earn Out RSUs"). |
| 8. The Earn Out RSUs were received in exchange for Legacy Hims RSUs. Subject to the satisfaction of a time-based vesting and share-price based performance based vesting conditions, each Earn Out RSU represents the right to receive one share of Class A Common Stock of New Hims. The recipient will be subject to substantially the same time-based vesting condition as specified in Footnote 6 above. Additionally, the Earn Out RSUs will vest upon the satisfaction of the Earn Out conditions. If the RSU Earn Out Conditions are not met during the RSU Earn Out Period, then the applicable Earn Out RSUs will be automatically forfeited. |
| 9. Alex Bard is one of several members of Redpoint Ventures VI, L.L.C., the general partner of Redpoint Ventures VI, L.P. ("RV VI"), and Redpoint Associates VI, L.L.C. ("RA VI"). Mr. Bard may be deemed a beneficial owner of the securities held by RV VI and RA VI, but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein. |
| Remarks: |
| /s/ Soleil Boughton, Attorney-in-Fact | 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 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. | ||