Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Dudum Andrew (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) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/13/2024
	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	12/13/2024		M		176,308	A	(1)	209,810	D
Class A Common Stock	12/13/2024		F		97,062(2)	D	$30.02	112,748	D
Class A Common Stock	12/16/2024		S(3)		2,792	D	$28.8695(4)	109,956	D
Class A Common Stock	12/16/2024		S(3)		31,934	D	$28.8862(5)	538,464	I	Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock	12/16/2024		S(3)		15,600	D	$29.7767(6)	522,864	I	Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock	12/16/2024		M(3)		17,001	A	$2.43	126,957	D
Class A Common Stock	12/16/2024		S(3)		17,001	D	$28.7849(7)	109,956	D
Class A Common Stock	12/16/2024		M(3)		16,667	A	$2.43	126,623	D
Class A Common Stock	12/16/2024		S(3)		16,667	D	$28.7873(8)	109,956	D
Class A Common Stock	12/16/2024		M(3)		41,667	A	$2.43	151,623	D
Class A Common Stock	12/16/2024		S(3)		41,667	D	$30.3459(9)	109,956	D
Class A Common Stock	12/17/2024		S(3)		68,707	D	$32.0082(10)	41,249	D
Class A Common Stock	12/17/2024		S(3)		10,539	D	$32.6342(11)	30,710	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
Restricted Stock Unit	(1)	12/13/2024		M			35,446	(12)	(12)	Class A Common Stock	35,446	$0	319,019	D
Restricted Stock Unit	(1)	12/13/2024		M			35,242	(13)	(13)	Class A Common Stock	35,242	$0	176,210	D
Restricted Stock Unit	(1)	12/13/2024		M			7,330	(14)	(14)	Class A Common Stock	7,330	$0	7,330	D
Restricted Stock Unit	(1)	12/13/2024		M			107	(14)	(14)	Class A Common Stock	107	$0	108	D
Restricted Stock Unit	(1)	12/13/2024		M			3,575	(14)	(14)	Class A Common Stock	3,575	$0	3,576	D
Restricted Stock Unit	(1)	12/13/2024		M			1,789	(14)	(14)	Class A Common Stock	1,789	$0	1,789	D
Restricted Stock Unit	(1)	12/13/2024		M			18,289	(14)	(14)	Class A Common Stock	18,289	$0	18,289	D
Restricted Stock Unit	(1)	12/13/2024		M			74,530	(15)	(15)	Class A Common Stock	74,530	$0	968,888	D
Stock Option (right to buy)	$2.43	12/16/2024		M(3)			17,001	(16)	06/17/2030	Class A Common Stock	17,001	$0	187,015	D
Stock Option (right to buy)	$2.43	12/16/2024		M(3)			16,667	(17)	06/16/2030	Class A Common Stock	16,667	$0	1,606,402	D
Stock Option (right to buy)	$2.43	12/16/2024		M(3)			41,667	(17)	06/16/2030	Class A Common Stock	41,667	$0	1,564,735	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.

2. The shares of Class A Common Stock were withheld by the issuer to cover tax withholding obligations in connection with the reported vesting and settlement of RSUs.

3. The stock option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2024 by the Reporting Person.

4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.68 - $29.03. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.51 - $29.50. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

6. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $29.505 - $30.22. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.50 - $29.12. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

8. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $28.51 - $29.21. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $30.00 - $30.72. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

10. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $31.58 - $32.56. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

11. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $32.58 - $32.77. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.

12. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), with the first such vesting date on June 15, 2023.

13. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after June 15, 2022.

14. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on each Company Quarterly Vesting Date occurring on or after March 15, 2021.

15. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with the RSUs vesting in substantially equal quarterly installments on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), with the first such vesting date on June 15, 2024.

16. Prior to the Company's business combination transaction in 2021, the option represented the right to purchase 7,166,182 shares of Hims, Inc. with an exercise price of $1.10. Following the Company's business combination transaction in 2021, the option converted into the right to purchase 3,246,139 shares of the Company with an exercise price of $2.43. 100% of the shares subject to the option vested upon certain specified thresholds met in 2021.

17. The Stock Option was received in exchange for an option to purchase 3,583,091 shares of Class A Common Stock of Hims, Inc., with an exercise price of $1.10, in connection with the Merger. 1/48 of the shares subject to the Stock Option vest when the Reporting Person completes each month of continuous Service beginning March 13, 2020.

Remarks:

	/s/ Alexandra Cotter Wilkins, Attorney-in-Fact	12/17/2024
	** 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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