Form 4 Hims & Hers Health, Inc. For: Jul 29 Filed by: Baird Melissa

July 30, 2021 8:31 PM EDT

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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
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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 *
Baird Melissa

(Last) (First) (Middle)
2269 CHESTNUT STREET, #523

(Street)
SAN FRANCISCO CA 94123

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
3. Date of Earliest Transaction (Month/Day/Year)
07/29/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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
Class A Common Stock 07/29/2021   M (1)   556 A $ 11.5 228,549 D  
Class A Common Stock 07/29/2021   F (2)   408 D (1) 228,141 D  
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
Warrant (right to buy) $ 11.5 07/29/2021   M     556 01/20/2026 01/20/2026 Class A Common Stock 556 $ 0 0 D  
Explanation of Responses:
1. 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.
2. Represents shares of Class A Common Stock withheld in connection with the cashless exercise.
/s/ Soleil Boughton - Attorney-in-Fact 07/30/2021
** 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.


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