Accession Number: | 0000899243-21-030878 |
Date: | 2021-07-28 |
Issuer: | HIMS & HERS HEALTH, INC. (HIMS) |
Original Submission Date: |
DUDUM ANDREW
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA 94123
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
CLASS A COMMON STOCK | 2021-07-28 | M | 94,582 | a | $11.50 | 8,301,733 | indirect | ||
CLASS A COMMON STOCK | 2021-07-28 | M | 16,028 | a | $11.50 | 2,882,258 | indirect | ||
CLASS A COMMON STOCK | 2021-07-28 | F | 69,329 | d | $0.00 | 8,232,404 | indirect | ||
CLASS A COMMON STOCK | 2021-07-28 | F | 11,749 | d | $0.00 | 2,870,509 | indirect | ||
CLASS A COMMON STOCK | 2021-07-28 | 0 | $0.00 | 186,853 | direct | ||||
CLASS A COMMON STOCK | 2021-07-28 | 0 | $0.00 | 8,268,565 | indirect | f3 |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
---|---|---|---|---|---|---|---|---|---|---|---|---|
WARRANT (RIGHT TO BUY) | 11.5 | 2021-07-28 | deemed execution date | M | 94,582 (d) | 2021-01-20 | 2026-01-20 | class a common stock 94,582 | $11.50 | 0 | indirect | held by trustee of andrew dudum 2015 trust dated july 2, 2015 |
WARRANT (RIGHT TO BUY) | 11.5 | 2021-07-28 | deemed execution date | M | 16,028 (d) | 2021-01-20 | 2026-01-20 | class a common stock 16,028 | $11.50 | 0 | indirect | held by trustee of the ad grat dated 8/31/20 |
WARRANT (RIGHT TO BUY) | 11.5 | deemed execution date | 0 ( ) | 2021-01-20 | 2026-01-20 | class a common stock 46,238 | $11.50 | 46,238 | indirect | held by atomic labs ii, l.p. |
ID | footnote |
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f1 | the reporting person exercised a warrant to purchase shares of the issuer's class a common stock. the warrant was exercised on a cashless basis pursuant to section 6.2 of that certain warrant agreement, by and between the issuer and continental stock transfer & trust, dated, july 22, 2019 (the "warrant agreement"), following the issuer's notice of redemption dated july 9, 2021. in the cashless exercise, under the terms of the warrant agreement, the reporting person received 0.267 shares per warrant exercised and the issuer withheld 0.733 shares per warrant exercised. the exercise of the warrant, the withholding of shares of class a common stock in the cashless exercise and the resulting issuance of the net shares of class a common stock were exempt under rule 16b-3 of the securities exchange act of 1934, as amended. |
f2 | represents shares of class a common stock withheld in connection with the cashless exercise. |
f3 | mr. dudum is a managing member of atomic gp ii, llc, the general partner and manager of atomic labs ii, l.p. mr. dudum may be deemed the beneficial owner of the shares held by atomic labs ii, l.p., but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein. |