Dudum Andrew's Form 4/A amendment
AmendedHims & Hers Health, Inc. (HIMS) · filed Mar 17, 2023
- Accession no.
- 0001773751-23-000098
- Filed
- Mar 17, 2023
- Trade date
- Mar 1, 2023
- Filing delay
- 16 days
- Rule 10b5-1 plan
- Not on the form (before 2023)
- Original filed
- Mar 3, 2023
This filing lists 2 non-derivative transactions and 3 derivative transactions. Open-market sales total $437.8K. It was filed 16 days after the trade.
This amendment replaces 0001773751-23-000043 (filed Mar 3, 2023).
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Dudum AndrewCIK 0001837796 | Director, Officer (Chief Executive Officer), 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 1, 2023 | Class A Common Stock | MOption exerciseAcquired | +36,633 | $2.43 | +$89,018.19 | 387,248 | Direct | |
| Mar 1, 2023 | Class A Common Stock | SSaleDisposed | −36,633 | $11.95F2 | −$437,764.35 | 350,615 | Direct |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Mar 1, 2023 | Class A Common Stock | MOption exerciseDisposed | −36,633 | $0.00 | $0 | 3,209,506 | Direct | |
| Mar 1, 2023 | Class A Common Stock | AGrant or awardAcquired | +567,144 | $0.00 | $0 | 567,144 | Direct | |
| Mar 1, 2023 | Class A Common Stock | AGrant or awardAcquired | +214,461 | $0.00 | $0 | 214,461 | Direct |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
The option exercises and related sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on March 3, 2022 by the Reporting Person.
- F2
Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $11.95 - $12.02. 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.
Referenced by the price of 1 transaction in Table I.
- F3
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.
- F4
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.
- F5
The exercise price of the options awarded has been adjusted from the original filing due to administrative error.
- F6
The options are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with 1/48th of the options vesting monthly, beginning on April 1, 2023.