0000899243-21-003122.txt : 20210122
0000899243-21-003122.hdr.sgml : 20210122
20210122214057
ACCESSION NUMBER: 0000899243-21-003122
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210120
FILED AS OF DATE: 20210122
DATE AS OF CHANGE: 20210122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baird Melissa
CENTRAL INDEX KEY: 0001837815
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38986
FILM NUMBER: 21547706
MAIL ADDRESS:
STREET 1: 2269 CHESTNUT STREET, #523
CITY: SAN FRANCISCO
STATE: CA
ZIP: 94123
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Hims & Hers Health, Inc.
CENTRAL INDEX KEY: 0001773751
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 333 S. GRAND AVE.
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
BUSINESS PHONE: 2138306739
MAIL ADDRESS:
STREET 1: 333 S. GRAND AVE.
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
FORMER COMPANY:
FORMER CONFORMED NAME: Oaktree Acquisition Corp.
DATE OF NAME CHANGE: 20190412
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-01-20
0
0001773751
Hims & Hers Health, Inc.
HIMS
0001837815
Baird Melissa
2269 CHESTNUT STREET, #523
SAN FRANCISCO
CA
94123
0
1
0
0
Chief Operating Officer
Class A Common Stock
2021-01-20
4
A
0
99458
A
99458
D
Warrant (right to buy)
11.50
2021-01-20
4
A
0
556
0.00
A
2026-01-20
Class A Common Stock
556
556
D
Stock Option (right to buy)
0.40
2021-01-20
4
A
0
161059
0.00
A
2028-03-28
Class A Common Stock
161059
161059
D
Stock Option (right to buy)
0.40
2021-01-20
4
A
0
925664
0.00
A
2028-03-28
Class A Common Stock
925664
925664
D
Stock Option (right to buy)
1.75
2021-01-20
4
A
0
113245
0.00
A
2029-11-05
Class A Common Stock
113245
113245
D
Stock Option (right to buy)
2.43
2021-01-20
4
A
0
779073
0.00
A
2030-05-12
Class A Common Stock
779073
779073
D
Stock Option (right to buy)
9.41
2021-01-20
4
A
0
265899
0.00
A
2030-12-22
Class A Common Stock
265899
265899
D
Restricted Stock Unit
2021-01-20
4
A
0
132723
0.00
A
Class A Common Stock
132723
132723
D
Restricted Stock Unit
2021-01-20
4
A
0
12983
0.00
A
Class A Common Stock
12983
12983
D
In connection with the merger described in that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the "Merger"), by and among Oaktree Acquisition Corp., now known as Hims & Hers Health, Inc. ("New Hims"), RX Merger Sub Inc., and Hims, Inc., the Reporting Person received (i) 90,596 shares of Class A Common Stock of New Hims and (ii) 8,862 shares of restricted New Hims Class A Common Stock (the "Earn Out Shares") in exchange for 200,000 shares of Class A Common Stock of Hims, Inc. The Earn Out Shares vest in equal thirds if the trading price of New Hims Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day period (the "Earn Out Conditions"). If the Earn Out Conditions are not met during the five years following closing (the "Earn Out Period"), then the unvested Earn Out Shares will be automatically forfeited.
(Continued from footnote 1)On the effective date of the Merger, the closing price of New Hims Class A Common Stock was $16.38 per share.
In connection with the Merger, the Reporting Person received warrants exercisable for shares of New Hims Class A Common Stock in partial exchange for shares of Class A Common Stock of Hims, Inc.
The Stock Option was received in exchange for an option to purchase 355,555 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.18, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning February 6, 2018.
The Stock Option was received in exchange for an option to purchase 2,043,499 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.18, in connection with the Merger. 1/4 of the shares subject to the Stock Option vest on the 12 month anniversary of the vesting commencement date and the balance of the shares vest in a series of 36 successive equal monthly installments measured from the 12 month anniversary of the vesting commencement date, beginning February 6, 2018.
The Stock Option was received in exchange for an option to purchase 250,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $0.79, 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 October 1, 2019.
The Stock Option was received in exchange for an option to purchase 1,719,884 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 February 12, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement).
The Stock Option was received in exchange for an option to purchase 587,000 shares of Class A Common Stock of Hims, Inc., with an exercise price of $4.26, 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 December 16, 2020. The Stock Option is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable Stock Option Agreement).
In connection with the Merger, the Reporting Person received New Hims restricted stock units ("New Hims RSUs") in exchange for restricted stock units of Hims, Inc. ("Legacy Hims RSUs").
The New Hims RSUs were received in exchange for 293,000 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period in substantially equal quarterly installments beginning March 15, 2021, with 6.25% of the RSUs vesting on each of March 15, June 15, September 15 and December 15, subject to the individual's continuous service. The New Hims RSU is also subject to acceleration in the event the Reporting Person is subject to a qualifying involuntary termination of employment and/or Change of Control (as such term is defined in the applicable RSU Agreement). The New Hims RSU expires in December 2027.
In connection with the Merger, the Reporting Person received additional New Hims RSUs representing a portion of the aggregate 16,000,000 shares of New Hims Class A Common Stock comprising the Earn Out shares (the "Earn Out RSUs").
The Earn Out RSUs were received in exchange for shares of Legacy Hims RSUs. Subject to the satisfaction of time-based vesting and share-price based performance based vesting conditions, each Earn Out RSU represents the right to receive one share of Class A Common Stock of New Hims. The recipient will be subject to substantially the same time-based vesting condition specified in Footnote 10 above. Additionally, the Earn Out RSUs will vest upon the satisfaction of the Earn Out conditions. If the RSU Earn Out conditions are not met during the Earn Out Period, then the applicable Earn Out RSUs will be automatically forfeited.
/s/ Soleil Boughton, Attorney-in-Fact
2021-01-22