Form Type: 4

Accession Number:	0001628280-23-031756
Date:	2023-09-05
Issuer:	FIGS, INC. (FIGS)
Original Submission Date:

Reporting Person:

HASSON HEATHER L.
C/O FIGS, INC., 2834 COLORADO AVENUE
SUITE 100 SANTA MONICA, CA 90404

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	2023-09-05		S	73,714	d	$6.20	1,217,895	direct
CLASS A COMMON STOCK	2023-09-06		J	98,310	d	$0.00	1,119,585	direct
CLASS A COMMON STOCK	2023-09-05			0		$0.00	8,338	indirect
CLASS A COMMON STOCK	2023-09-05			0		$0.00	141	indirect

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 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	2023-09-06	deemed execution date	J	98,310 (a)			class a common stock 98,310	$0.00	974,619	direct
CLASS B COMMON STOCK	0.0		deemed execution date		0 ( )			class a common stock 942,453	$0.00	942,453	indirect	held by the maple tree irrevocable trust u/a/d 10/16/2020
CLASS B COMMON STOCK	0.0		deemed execution date		0 ( )			class a common stock 799,181	$0.00	799,181	indirect	held by the heather hasson revocable trust

Footnotes
ID	footnote
f1	this form 4 concerns the vesting and settlement of restricted stock units ("rsus"), which serve to increase the number of shares of the outstanding capital stock of the issuer owned by the reporting person, the related sale of certain shares required pursuant to a 10b5-1 instruction letter solely to satisfy the tax obligations owed in connection with the vesting and settlement of such rsus and 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	represents the aggregate number of shares sold by the reporting person solely to cover required taxes and fees due upon the vesting and settlement of rsus. the sales were made pursuant to a 10b5-1 instruction letter delivered to the issuer on may 9, 2023, and none of the shares reported on this form 4 were sold for any reason other than to cover required taxes and fees.
f3	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").
f4	all but 422,994 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. in addition to the securities reported in this column, the reporting person beneficially owns 2,716,253 shares of the issuer's class b common stock directly and indirectly through various trusts, which are convertible at any time at the option of the reporting person into one share of class a common stock, and which are reflected in table ii of this form 4, and 13,142,174 shares of the issuer's class a common stock underlying vested options.
f5	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.
f6	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.

Elevate your investments