Dudum Andrew's Form 4/A amendment
AmendedHims & Hers Health, Inc. (HIMS) · filed Dec 15, 2023
- Accession no.
- 0001773751-23-000289
- Filed
- Dec 15, 2023
- Trade date
- Nov 30-Dec 1, 2023
- Filing delay
- 15 days
- Rule 10b5-1 plan
- Checked
- Original filed
- Dec 4, 2023
This filing lists 4 non-derivative transactions and 2 derivative transactions. Open-market sales total $253.7K. It was filed 15 days after the trade.
This amendment replaces 0001773751-23-000284 (filed Dec 4, 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 30, 2023 | Class A Common Stock | MOption exerciseAcquired | +3,800 | $2.43 | +$9,234 | 3,800 | Direct | |
| Nov 30, 2023 | Class A Common Stock | SSaleDisposed | −3,800 | $9.01F3 | −$34,238 | 0 | Direct | |
| Dec 1, 2023 | Class A Common Stock | MOption exerciseAcquired | +24,300 | $2.43 | +$59,049 | 24,300 | Direct | |
| Dec 1, 2023 | Class A Common Stock | SSaleDisposed | −24,300 | $9.03F4 | −$219,429 | 0 | 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 |
|---|---|---|---|---|---|---|---|---|
| Nov 30, 2023 | Class A Common Stock | MOption exerciseDisposed | −3,800 | $0.00 | $0 | 3,012,064 | Direct | |
| Dec 1, 2023 | Class A Common Stock | MOption exerciseDisposed | −24,300 | $0.00 | $0 | 2,987,764 | 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 stock option exercises and related sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on March 1, 2023 by the Reporting Person.
- F2
Shares of Class A Common Stock were previously reported as directly beneficially owned, but all such shares were previously transferred to the Dudum Family Community Property Trust.
- F3
Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $9.00 - $9.02. 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.
- F4
Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $9.00 - $9.075. 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.
- F5
The indirect holdings were inadvertently omitted from the original Form 4 due to administrative error.
- F6
This amount reflects an annuity payment in kind of 379,934 shares of Class A Common Stock from the AD 2022 GRAT 3 to the Andrew Dudum 2015 Trust dated July 2, 2015.
- F7
This amount reflects an annuity payment in kind of 155,429 shares of Class A Common Stock from the AD 2022 GRAT 2 dated 9-7-2022 to the Andrew Dudum 2015 Trust dated July 2, 2015.
- F8
This amount reflects the reversal of an annuity payment in kind of 861 shares of Class A Common Stock from the AD 2022 GRAT to the Andrew Dudum 2015 Trust dated July 2, 2015.
- F9
This amount reflects an annuity payment in kind of 241,851 shares of Class A Common Stock from the AD 2021 GRAT 2 dated 11-1-2021 to the Andrew Dudum 2015 Trust dated July 2, 2015.
- F10
This amount reflects an annuity payment in kind of 967,405 shares of Class A Common Stock from the AD 2021 GRAT dated 11-1-2021 to the Andrew Dudum 2015 Trust dated July 2, 2015.
- F11
This amount reflects 1) the reversal of an annuity payment in kind from the AD GRAT 2022 of 861 shares of Class A Common Stock and 2) annuity payments in kind of Class A Common Stock to the Andrew Dudum 2015 Trust dated July 2, 2015 from the following trusts: (i) 967,405 shares from the AD 2021 GRAT dated 11-1-2021, (ii) 241,851 shares from the the AD 2021 GRAT 2 dated 11-1-2021, (iii) 155,429 shares from the AD 2022 GRAT 2 dated 9-7-2022; and (iv) 379,934 shares from the AD 2022 GRAT 3.
- F12
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.