Form SCHEDULE 13D/A Figma, Inc. Filed by: Field Dylan
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
Figma, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Brendan Mulligan 760 Market Street, Floor 10,, San Francisco, CA, 94102 415-890-5404 Amanda Westendorf 760 Market Street, Floor 10,, San Francisco, CA, 94102 415-890-5404 Michael T. Esquivel 801 California Street,, Mountain View, CA, 94041 650-988-8500 Ran D. Ben-Tzur 801 California Street,, Mountain View, CA, 94041 650-988-8500 Aman D. Singh 801 California Street,, Mountain View, CA, 94041 650-988-8500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/09/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Dylan Field | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
78,923,217.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
15.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Row 7 consists of (a) 5 shares of Class A common stock, par value $0.00001 per share ("Class A Common Stock") of Figma, Inc. (the "Issuer") held directly by Dylan Field, (b) 153 shares of Class A Common Stock held by Field Family Investments LLC, which is associated with Mr. Field, (c) 37,987,566 shares of Class B common stock, par value $0.00001 per share ("Class B Common Stock") of the Issuer held directly by Mr. Field, (d) 2,378,885 shares of Class B Common Stock that may be acquired upon the settlement of restricted stock units held by Mr. Field that are expected to settle within 60 days of the date hereof, and (e) 22,330,324 shares of Class B Common Stock held by the Wu-Wallace Family Trust. Mr. Field holds an irrevocable proxy authorizing him to vote any number of shares held by Evan Wallace and the Wu-Wallace Family Trust that are subject to such proxy on all matters submitted to a vote of stockholders. Each share
of Class B Common Stock is convertible into one share of Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.
Row 8 and Row 10 consist of (a) 348,859 shares of Class B Common Stock held by the Field 2024 GRAT Remainder Trust, of which A7P Trust Company serves as trustee and may be replaced as trustee at Mr. Field's discretion, (b) 1,122,908 shares of Class B Common Stock held by the Field 2021 Descendants Trust, of which Bryn Mawr Trust Company of Delaware serves as trustee and may be replaced as trustee at Mr. Field's discretion, and (c) 14,754,517 shares of Class B Common Stock held by LLL Investments LLC, which is associated with Mr. Field.
Row 9 consists of (a) 5 shares of Class A Common Stock held directly by Mr. Field, (b) 153 shares of Class A Common Stock held by Field Family Investments LLC, which is associated with Mr. Field, (c) 37,987,566 shares of Class B Common Stock held directly by Mr. Field, and (d) 2,378,885 shares of Class B Common Stock that may be acquired upon the settlement of restricted stock units held by Mr. Field that are expected to settle within 60 days of the date hereof.
With respect to Row 13, pursuant to Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the percent of class was calculated based on (a) 445,682,595 shares of Class A Common Stock outstanding as of May 11, 2026 and (b) 78,923,059 shares of Class B Common Stock beneficially owned by Mr. Field (with such shares treated as converted into shares of Class A Common Stock only for purposes of computing the percentage ownership of Mr. Field pursuant to the Exchange Act).
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
Figma, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
760 Market Street, Floor 10, San Francisco,
CALIFORNIA
, 94102. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") to Schedule 13D amends and supplements the initial statement on Schedule 13D filed on October 28, 2025 (the "Initial Statement"), as amended by Amendment No. 1 to the Initial Statement filed on January 16, 2026 (together with the Initial Statement, as so amended, the "Schedule 13D"). Except as specifically amended by this Amendment No. 2, the Schedule 13D remains in full force and effect. Capitalized terms used but not defined in this Amendment No. 2 shall have the same meanings ascribed to them in the Schedule 13D as amended from time to time. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
As of the date set forth on the cover page hereto, the Wu-Wallace Family Trust converted 4,400,000 shares of Class B Common Stock into an equal number of shares of Class A Common Stock and made a bona fide gift of such shares of Class A Common Stock to a charitable foundation. Such transaction resulted in a decrease in the number of shares of the Issuer's voting capital stock over which Mr. Field exercises voting discretion subject to the Wallace Proxy.
The foregoing discussion of the Wallace Proxy does not purport to be complete and is qualified in its entirety by reference to the full text of the Wallace Proxy which was filed on October 28, 2025 as Exhibit 1 to the Initial Statement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in rows 11 and 13 of the cover page to this Amendment No. 2 is incorporated by reference. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information set forth in rows 7 through 10 of the cover page to this Amendment No. 2 is incorporated by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and restated in its entirety as follows:
Except as described below, Mr. Field has not effected any transaction with respect to Class A Common Stock or Class B Common Stock in the last 60 days.
On May 29, 2026, the Field 2024 GRAT Remainder Trust converted 174,430 shares of Class B Common Stock into an equal number of shares of Class A Common Stock and sold 174,430 shares of Class A Common Stock in the open market at a weighted average price of $25.0244 per share.
The sales were effected pursuant to the Field Diversification Plan, dated August 4, 2025. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Lock-Up Agreement
On November 5, 2025, the Lock-Up Agreement terminated pursuant to its terms.
2026 Field Diversification Plan
On March 1, 2026, Mr. Field entered into a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) (the "2026 Field Diversification Plan") providing for the potential sale of up to (i) 750,000 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock held directly by Mr. Field and (ii) 250,000 shares of Class A Common Stock issuable upon the conversion of shares of Class B Common Stock held directly by an investment entity, which is associated with Mr. Field. For purposes of this disclosure, the maximum aggregate number of shares of Class A Common Stock that may be sold under the 2026 Field Diversification Plan has been included, assuming the market price of the Class A Common Stock is higher than certain minimum threshold prices specified in the 2026 Field Diversification Plan as of the date of the applicable order. The 2026 Field Diversification Plan will not commence trading until the Field Diversification Plan, dated August 4, 2025, has terminated pursuant to its terms and applicable cooling-off periods have been met. The duration of the 2026 Field Diversification Plan is until the earlier of August 31, 2027, the completion of all transactions subject to the 2026 Field Diversification Plan, or the occurrence of certain other events set forth therein.
2026 Field Withholding Instruction
On February 25, 2026, Mr. Field terminated his prior Sell-to-Cover Instruction, dated August 6, 2025, and adopted a new tax withholding instruction intended to satisfy the affirmative defense of Rule 10b5-1(c) (the "2026 Field Withholding Instruction"). The 2026 Field Withholding Instruction provides that the Issuer will either sell or withhold such number of shares of its common stock as is necessary to satisfy the applicable tax withholding obligations arising from the vesting and settlement of RSUs granted to Mr. Field in accordance with the tax withholding method then in effect for RSUs held by the Issuer's employees. The total number of shares of the Issuer's common stock that may be sold or withheld pursuant to the 2026 Field Withholding Instruction is not yet determinable. The 2026 Field Withholding Instruction will remain in effect until such date it is terminated or amended. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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