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
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 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*
Dudum Andrew
(Last) (First) (Middle)
2269 CHESTNUT STREET, #523
(Street)
SAN FRANCISCO CA 94123
(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)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 03/01/2023 M 36,633(1) A $2.43 387,248 D
Class A Common Stock 03/01/2023 S 36,633(1) D $11.95(2) 350,615 D
Class A Common Stock 1,500 I Held by Trustees of Richard M. Dudum Irrevocable 1 U/A dtd 10/15/1997
Class A Common Stock 81,100 I Held by Trustee of Dudum Family Community Property Trust
Class A Common Stock 700,000 I Held by Trustee of AD 2022 GRAT
Class A Common Stock 359,947 I Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015
Class A Common Stock 1,695,815 I Held by Trustee of AD 2022 GRAT 3
Class A Common Stock 2,874,769 I Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021
Class A Common Stock 660,837 I Held by Trustee of AD 2021 GRAT 2 dated 11-1-2021
Class A Common Stock 2,643,348 I Held by Trustee of AD 2021 GRAT dated 11-1-2021
Class A Common Stock 1,047,164 I Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022
Class A Common Stock 1,121,033 I Held by Trustee of the AD GRAT dated 8/31/20
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
Stock Option (right to buy) $2.43 03/01/2023 M 36,633 (3) 06/16/2030 Class A Common Stock 36,633 $0 3,209,506 D
Restricted Stock Unit $0.0 03/01/2023 A 567,144 06/15/2023 (4) Class A Common Stock 567,144 $0 567,144 D
Stock Option (right to buy) $7.67 03/01/2023 A 214,461 (5) 03/01/2033 Class A Common Stock 214,461 $0 214,461 D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. 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.
Remarks:
/s/ Alexandra Cotter Wilkins, Attorney-in-Fact 03/03/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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