| 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 | ||||||
|
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 | ||||||||
| Stock Option (right to buy) | $9.41 | 01/20/2021 | A | 52,998 | (1) | 12/22/2030 | Class A Common Stock | 52,998 | $0.00 | 52,998 | D | ||||
| Stock Option (right to buy) | $1.75 | 01/20/2021 | A | 67,947 | (2) | 07/08/2029 | Class A Common Stock | 67,947 | $0.00 | 67,947 | D | ||||
| Stock Option (right to buy) | $2.43 | 01/20/2021 | A | 113,245 | (3) | 05/12/2030 | Class A Common Stock | 113,245 | $0.00 | 113,245 | D | ||||
| Stock Option (right to buy) | $2.43 | 01/20/2021 | A | 181,192 | (4) | 05/12/2030 | Class A Common Stock | 181,192 | $0.00 | 181,192 | D | ||||
| Restricted Stock Unit | (5) | 01/20/2021 | A | 26,725 | (6) | (6) | Class A Common Stock | 26,725 | $0.00 | 26,725 | D | ||||
| Restricted Stock Unit | (7) | 01/20/2021 | A | 2,614 | (8) | (8) | Class A Common Stock | 2,614 | $0.00 | 2,614 | D | ||||
| Explanation of Responses: |
| 1. The Stock Option was received in exchange for an option to purchase 117,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $4.26, 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. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning December 16, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement). |
| 2. The Stock Option was received in exchange for an option to purchase 150,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.79, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning June 17, 2019. |
| 3. The Stock Option was received in exchange for an option to purchase 250,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares shall vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning December 5, 2019. |
| 4. The Stock Option was received in exchange for an option to purchase 400,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous service beginning February 12, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement). |
| 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 59,000 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period in substantially equal quarterly installments beginning March 15, 2021, with 6.25% of the RSUs vesting on each of March 15, June 15, September 15 and December 15, subject to the individual's continuous service with the Company. The RSU is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable RSU Agreement). |
| 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 shares of Legacy Hims RSUs. Subject to the satisfaction of 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 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 Earn Out Period, then the applicable Earn Out RSUs will be automatically forfeited. |
| 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. | ||