Accession Number: | 0001628280-22-031452 |
Date: | 2022-12-02 |
Issuer: | FIGS, INC. (FIGS) |
Original Submission Date: |
SPEAR CATHERINE EVA
C/O FIGS, INC., 2834 COLORADO AVENUE
SUITE 100
SANTA MONICA, CA 90404
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 | 2022-12-02 | J | 169,076 | d | $0.00 | 775,737 | direct | ||
CLASS A COMMON STOCK | 2022-12-02 | 0 | $0.00 | 7,073 | indirect | ||||
CLASS A COMMON STOCK | 2022-12-02 | 0 | $0.00 | 141 | indirect |
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 |
---|---|---|---|---|---|---|---|---|---|---|---|---|
CLASS B COMMON STOCK | 0.0 | 2022-12-02 | deemed execution date | J | 169,076 (a) | class a common stock 169,076 | $0.00 | 676,304 | direct | |||
CLASS B COMMON STOCK | 0.0 | deemed execution date | 0 ( ) | class a common stock 2,150,521 | $0.00 | 2,150,521 | indirect | held by the catherine spear revocable trust | ||||
CLASS B COMMON STOCK | 0.0 | deemed execution date | 0 ( ) | class a common stock 983,016 | $0.00 | 983,016 | indirect | held by the wingaersheek irrevocable trust i u/a/d 10/15/2020 | ||||
CLASS B COMMON STOCK | 0.0 | deemed execution date | 0 ( ) | class a common stock 983,016 | $0.00 | 983,016 | indirect | held by the wingaersheek irrevocable trust ii u/a/d 10/15/2020 |
ID | footnote |
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f1 | this form 4 does not concern the sale of any shares. it only concerns the exchange by the reporting person of certain shares of the issuer's class a common stock for shares of the issuer's class b common stock. see additional footnotes below for more information. |
f2 | upon vesting and settlement of rsus for shares of the issuer's class a common stock, such shares were exchanged at a 1:1 ratio for shares of the issuer's class b common stock at the election of the reporting person pursuant to an equity award exchange right agreement between the issuer and the reporting person (the "equity award exchange right agreement"). |
f3 | all but 28,408 of these securities are rsus, each representing a contingent right to receive one share of the issuer's class a common stock. upon vesting and settlement of certain of the rsus, certain shares of the issuer's class a common stock held by the reporting person may be exchanged at a 1:1 ratio for shares of the issuer's class b common stock at the election of the reporting person pursuant to the equity award exchange right agreement. |
f4 | the reporting person is a managing member of hollywood capital partners llc and disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. |
f5 | each share of class b common stock is convertible at any time at the option of the reporting person into one share of class a common stock. in addition, each share of class b common stock will automatically convert into one share of class a common stock upon transfer or certain other events as described in the issuer's amended and restated certificate of incorporation. all shares of class b common stock, if not previously converted, will automatically convert into class a common stock on june 1, 2031. |