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
	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* Boughton Soleil (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) Director 10% Owner X Officer (give title below) Other (specify below) Chief Legal Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2024
	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	03/15/2024		M		33,232	A	(1)	187,577	D
Class A Common Stock	03/15/2024		F		18,208(2)	D	$14.63	169,369	D

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
Restricted Stock Unit	(1)	03/15/2024		M			12,223	(3)	(3)	Class A Common Stock	12,223	$0	146,676	D
Restricted Stock Unit	(1)	03/15/2024		M			10,916	(4)	(4)	Class A Common Stock	10,916	$0	87,325	D
Restricted Stock Unit	(1)	03/15/2024		M			3,665	(5)	(5)	Class A Common Stock	3,665	$0	14,660	D
Restricted Stock Unit	(1)	03/15/2024		M			3,313	(5)	(5)	Class A Common Stock	3,313	$0	13,249	D
Restricted Stock Unit	(1)	03/15/2024		M			651	(5)	(5)	Class A Common Stock	651	$0	2,604	D
Restricted Stock Unit	(1)	03/15/2024		M			324	(5)	(5)	Class A Common Stock	324	$0	1,296	D
Restricted Stock Unit	(1)	03/15/2024		M			20	(5)	(5)	Class A Common Stock	20	$0	78	D
Restricted Stock Unit	(1)	03/15/2024		M			2,078	(6)	(6)	Class A Common Stock	2,078	$0	0	D
Restricted Stock Unit	(1)	03/15/2024		M			42	(6)	(6)	Class A Common Stock	42	$0	0	D

Explanation of Responses:

1. The Restricted Stock Units ("RSUs") represent a contingent right to receive one share of Class A Common Stock for each RSU.

2. 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.

3. 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.

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 each Company Quarterly Vesting Date occurring on or after June 15, 2022.

5. 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.

6. 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, 2020.

Remarks:

	/s/ Alexandra Cotter Wilkins, Attorney-in-Fact	03/19/2024
	** 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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