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
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Institutional Venture Management XV, LLC (Last) (First) (Middle) 3000 SAND HILL ROAD BLDG. 2, SUITE 250 (Street) MENLO PARK CA 94025 (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) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/02/2023
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	03/02/2023		J(1)		2,486,770	D	$0.00	7,668,334(2)	I	By Institutional Venture Partners XV, L.P.(3)
Class A Common Stock	03/02/2023		J(4)		13,188	D	$0.00	40,786	I	By Institutional Venture Partners XV Executive Fund, L.P.(5)
Class A Common Stock	03/02/2023		J(6)		2,500,000	D	$0.00	7,709,091(7)	I	By Institutional Venture Partners XVI, L.P.(8)
Class A Common Stock	03/02/2023		J(9)		537,143	A	$0.00	537,143(2)	D(10)
Class A Common Stock	03/02/2023		J(11)		537,143	D	$0.00	0	D(10)
Class A Common Stock	03/02/2023		J(12)		33,180	A	$0.00	33,180	I	By IVP Executive Fund XVI, LLC(13)
Class A Common Stock	03/02/2023		J(12)		62,500	A	$0.00	62,500(7)	I	By Institutional Venture Management XVI, LLC(14)
Class A Common Stock	03/02/2023		J(15)		62,500	D	$0.00	0	I	By Institutional Venture Management XVI, LLC(14)

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

1. Name and Address of Reporting Person* Institutional Venture Management XV, LLC (Last) (First) (Middle) 3000 SAND HILL ROAD BLDG. 2, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Institutional Venture Management XVI, LLC (Last) (First) (Middle) 3000 SAND HILL ROAD BLDG. 2, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Institutional Venture Partners XV, L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD BLDG. 2, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Institutional Venture Partners XV Executive Fund, L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD BLDG. 2, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Institutional Venture Partners XVI, L.P. (Last) (First) (Middle) 3000 SAND HILL ROAD BLDG. 2, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* IVP Executive Fund XVI, LLC (Last) (First) (Middle) 3000 SAND HILL ROAD BLDG. 2, SUITE 250 (Street) MENLO PARK CA 94025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Institutional Venture Partners XV, L.P. ("IVP XV") to its general partner and limited partners without additional consideration.

2. The shares held by Institutional Venture Management XV, LLC ("IVM XV") prior to the transactions reported herein reflect the transfer of shares from IVM XV to IVP XV, which shares were previously held by IVM XV for the benefit of IVP XV and such transfer did not constitute a change in beneficial ownership.

3. Shares are held by IVP XV. IVM XV is the sole general partner of IVP XV. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, J. Sanford Miller, Dennis B. Phelps and Jules A. Maltz (collectively, the "Managing Directors") are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. Each of IVM XV and the Managing Directors disclaims beneficial ownership of the shares held by IVP XV except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

4. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF") to its limited partners without additional consideration.

5. Shares are held by IVP XV EF. IVM XV is the sole general partner of IVP XV EF. The Managing Directors are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV EF. Each of IVM XV and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

6. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by Institutional Venture Partners XVI, L.P. ("IVP XVI") to its general partner and limited partners without additional consideration.

7. The shares held by Institutional Venture Management XVI, LLC ("IVM XVI") prior to the transactions reported herein reflect the transfer of shares from IVM XVI to IVP XVI, which shares were previously held by IVM XVI for the benefit of IVP XVI and such transfer did not constitute a change in beneficial ownership.

8. Shares are held by IVP XVI. IVM XVI is the sole general partner of IVP XVI. The Managing Directors are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Each of IVM XVI and the Managing Directors disclaims beneficial ownership of these securities, except to the extent of its or his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

9. Represents receipt of shares in the distribution in kind described in footnote (1).

10. Shares are held by IVM XV. The Managing Directors are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVM XV except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

11. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVM XV to its members without additional consideration.

12. Represents receipt of shares in the distribution in kind described in footnote (6).

13. Shares are held by IVP Executive Fund XVI, LLC ("IVP XVI EF"). IVM XVI is the manager of IVP XVI EF. The Managing Directors are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI EF. IVM XVI and each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XVI EF except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

14. Shares are held by IVM XVI. The Managing Directors are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVM XVI. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVM XVI except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

15. Represents a pro rata, in-kind distribution, and not a purchase or sale of securities, by IVM XVI to its members without additional consideration.

Remarks:

	Institutional Venture Management XV, LLC, By: /s/ Tracy Hogan, Attorney-In-Fact	03/06/2023
	Institutional Venture Management XVI, LLC, By: /s/ Tracy Hogan, Attorney-In-Fact	03/06/2023
	Institutional Venture Partners XV, L.P., By: /s/ Tracy Hogan, Attorney-In-Fact	03/06/2023
	Institutional Venture Partners XV Executive Fund, L.P., By: /s/ Tracy Hogan, Attorney-In-Fact	03/06/2023
	Institutional Venture Partners XVI, L.P., By: /s/ Tracy Hogan, Attorney-In-Fact	03/06/2023
	IVP XVI Executive Fund, LLC, By: /s/Tracy Hogan, Attorney-In-Fact	03/06/2023
	** Signature of Reporting Person	Date
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