SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Chi Michael

(Last)

(First)

(Middle)

2269 CHESTNUT ST., #523

(Street)

SAN FRANCISCO

94123

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/16/2023

3. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Marketing Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	86,057	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽¹⁾	02/24/2032	Class A Common Stock	830,563	$5.01	D
Stock Option (right to buy)	⁽²⁾	08/10/2032	Class A Common Stock	348,432	$6.82	D
Stock Option (right to buy)	⁽³⁾	05/27/2031	Class A Common Stock	360,000	$13.9	D
Restricted Stock Unit	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	150,000	$0.0	D
Restricted Stock Unit	06/15/2022	⁽⁵⁾	Class A Common Stock	121,632	$0.0	D
Restricted Stock Unit	12/15/2022	⁽⁶⁾	Class A Common Stock	247,434	$0.0	D

Explanation of Responses:

1. 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 on March 24, 2022, and 1/48th of the options vesting monthly thereafter.

2. 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 on September 10, 2022, and 1/48th of the options vesting monthly thereafter.

3. The options are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with 25% of the options vesting on April 19, 2022 and the remaining 75% of the options vesting monthly thereafter.

4. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a 4-year period, with 25% of the RSUs vesting on June 15, 2022, and the remaining 75% of the RSUs vesting in substantially equal quarterly installments over the following 3 years, on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date") occurring thereafter.

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 the Company Quarterly Vesting Dates, with the first such vesting date on June 15, 2022.

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 the Company Quarterly Vesting Dates, with the first such vesting date on December 15, 2022.

Remarks:

	/s/ Alexandra Cotter Wilkins, Attorney-in-Fact	02/24/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.