Form Type: 4

SEC EDGAR Link
Accession Number:0000899243-21-030878
Date:2021-07-28
Issuer: HIMS & HERS HEALTH, INC. (HIMS)
Original Submission Date:

Reporting Person:

DUDUM ANDREW
2269 CHESTNUT STREET, #523
SAN FRANCISCO, CA 94123

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature 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
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
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 ExercisableExpiration 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.
Footnotes
IDfootnote
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.

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