Dudum Andrew's Form 4/A amendment
AmendedHims & Hers Health, Inc. (HIMS) · filed Dec 17, 2024
- Accession no.
- 0001773751-24-000403
- Filed
- Dec 17, 2024
- Trade date
- Dec 13-17, 2024
- Filing delay
- 4 days
- Rule 10b5-1 plan
- Checked
- Original filed
- Dec 17, 2024
This filing lists 13 non-derivative transactions and 11 derivative transactions. Open-market sales total $6.24M. It was filed 4 days after the trade.
This amendment replaces 0001773751-24-000394 (filed Dec 17, 2024).
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 |
|---|---|---|---|---|---|---|---|---|
| Dec 13, 2024 | Class A Common Stock | MOption exerciseAcquired | +176,308 | –F1 | – | 209,810 | Direct | |
| Dec 13, 2024 | Class A Common Stock | FTax withholdingDisposed | −97,062 | $30.02 | −$2,913,801.24 | 112,748 | Direct | |
| Dec 16, 2024 | Class A Common Stock | SSaleDisposed | −2,792 | $28.87F4 | −$80,605.04 | 109,956 | Direct | |
| Dec 16, 2024 | Class A Common Stock | SSaleDisposed | −31,934 | $28.89F5 | −$922,573.26 | 538,464 | Indirect | |
| Dec 16, 2024 | Class A Common Stock | SSaleDisposed | −15,600 | $29.78F6 | −$464,568 | 522,864 | Indirect | |
| Dec 16, 2024 | Class A Common Stock | MOption exerciseAcquired | +17,001 | $2.43 | +$41,312.43 | 126,957 | Direct | |
| Dec 16, 2024 | Class A Common Stock | SSaleDisposed | −17,001 | $28.78F7 | −$489,288.78 | 109,956 | Direct | |
| Dec 16, 2024 | Class A Common Stock | MOption exerciseAcquired | +16,667 | $2.43 | +$40,500.81 | 126,623 | Direct | |
| Dec 16, 2024 | Class A Common Stock | SSaleDisposed | −16,667 | $28.79F8 | −$479,842.93 | 109,956 | Direct | |
| Dec 16, 2024 | Class A Common Stock | MOption exerciseAcquired | +41,667 | $2.43 | +$101,250.81 | 151,623 | Direct | |
| Dec 16, 2024 | Class A Common Stock | SSaleDisposed | −41,667 | $30.35F9 | −$1,264,593.45 | 109,956 | Direct | |
| Dec 17, 2024 | Class A Common Stock | SSaleDisposed | −68,707 | $32.01F10 | −$2,199,311.07 | 41,249 | Direct | |
| Dec 17, 2024 | Class A Common Stock | SSaleDisposed | −10,539 | $32.63F11 | −$343,887.57 | 30,710 | 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 |
|---|---|---|---|---|---|---|---|---|
| Dec 13, 2024 | Class A Common Stock | MOption exerciseDisposed | −35,446 | $0.00 | $0 | 319,019 | Direct | |
| Dec 13, 2024 | Class A Common Stock | MOption exerciseDisposed | −35,242 | $0.00 | $0 | 176,210 | Direct | |
| Dec 13, 2024 | Class A Common Stock | MOption exerciseDisposed | −7,330 | $0.00 | $0 | 7,330 | Direct | |
| Dec 13, 2024 | Class A Common Stock | MOption exerciseDisposed | −107 | $0.00 | $0 | 108 | Direct | |
| Dec 13, 2024 | Class A Common Stock | MOption exerciseDisposed | −3,575 | $0.00 | $0 | 3,576 | Direct | |
| Dec 13, 2024 | Class A Common Stock | MOption exerciseDisposed | −1,789 | $0.00 | $0 | 1,789 | Direct | |
| Dec 13, 2024 | Class A Common Stock | MOption exerciseDisposed | −18,289 | $0.00 | $0 | 18,289 | Direct | |
| Dec 13, 2024 | Class A Common Stock | MOption exerciseDisposed | −74,530 | $0.00 | $0 | 968,888 | Direct | |
| Dec 16, 2024 | Class A Common Stock | MOption exerciseDisposed | −17,001 | $0.00 | $0 | 187,015 | Direct | |
| Dec 16, 2024 | Class A Common Stock | MOption exerciseDisposed | −16,667 | $0.00 | $0 | 1,606,402 | Direct | |
| Dec 16, 2024 | Class A Common Stock | MOption exerciseDisposed | −41,667 | $0.00 | $0 | 1,564,735 | 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 Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.
Referenced by the price of 1 transaction in Table I.
- F2
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.
- F3
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.
- F4
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.
Referenced by the price of 1 transaction in Table I.
- F5
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.
Referenced by the price of 1 transaction in Table I.
- F6
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.
Referenced by the price of 1 transaction in Table I.
- F7
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.
Referenced by the price of 1 transaction in Table I.
- F8
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.
Referenced by the price of 1 transaction in Table I.
- F9
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.
Referenced by the price of 1 transaction in Table I.
- F10
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.
Referenced by the price of 1 transaction in Table I.
- F11
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.
Referenced by the price of 1 transaction in Table I.
- F12
The Form 4 is being amended to add holdings that were omitted in error in the original filing. No transactions occurred in these holdings.
- F13
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.
- F14
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.
- F15
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.
- F16
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.
- F17
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.
- F18
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.