Chief Executive Officer Dudum Andrew covered exercise/tax liability with 90,672 shares, sold $13,813,792 worth of shares (240,771 units at $57.37) and exercised 289,703 shares at a strike of $1.05, increasing direct ownership by 6% to 95,105 units (SEC Form 4)
$HIMS
Medical/Nursing Services
Health Care
| 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). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/13/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 06/13/2025 | M | 164,368 | A | (1) | 253,679 | D | |||
| Class A Common Stock | 06/13/2025 | F | 90,672 | D | $55.48 | 163,007 | D | |||
| Class A Common Stock | 06/16/2025 | S(2) | 2,792 | D | $56.3526(3) | 160,215 | D | |||
| Class A Common Stock | 06/16/2025 | S(2) | 40,120 | D | $56.4414(4) | 245,074 | I | Held by Trustee of Dudum Family Community Property Trust | ||
| Class A Common Stock | 06/16/2025 | S(2) | 7,414 | D | $56.9019(5) | 237,660 | I | Held by Trustee of Dudum Family Community Property Trust | ||
| Class A Common Stock | 06/16/2025 | M(2) | 108,334 | A | $2.43 | 268,549 | D | |||
| Class A Common Stock | 06/16/2025 | M(2) | 17,001 | A | $2.43 | 285,550 | D | |||
| Class A Common Stock | 06/16/2025 | S(2) | 17,001 | D | $58.6086(6) | 268,549 | D | |||
| Class A Common Stock | 06/16/2025 | S(2) | 90,624 | D | $56.389(7) | 177,925 | D | |||
| Class A Common Stock | 06/16/2025 | S(2) | 17,710 | D | $56.9177(8) | 160,215 | D | |||
| Class A Common Stock | 06/17/2025 | S(2) | 15,945 | D | $58.5033(9) | 144,270 | D | |||
| Class A Common Stock | 06/17/2025 | S(2) | 49,165 | D | $59.4469(10) | 95,105 | D | |||
| Class A Common Stock | 1,194,545 | I | Held by Trustee of AD 2022 GRAT 3 dated 11-28-2022 | |||||||
| Class A Common Stock | 1,286,627 | I | Held by Trustee of AD 2021 GRAT dated 11-1-2021 | |||||||
| Class A Common Stock | 534,491 | I | Held by Trustee of AD 2022 GRAT | |||||||
| Class A Common Stock | 1,584,506 | I | Held by Trustee of AD 2023 GRAT dated 9-5-2023 | |||||||
| Class A Common Stock | 829,185 | I | Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022 | |||||||
| Class A Common Stock | 2,874,769 | I | Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021 | |||||||
| Class A Common Stock | 990,410(11) | I | Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015 | |||||||
| Class A Common Stock | 186,723(12) | I | Held by Trustee of AD 2025 GRAT 3 dated 5-27-2025 | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | 06/13/2025 | M | 35,242 | (13) | (13) | Class A Common Stock | 35,242 | $0 | 105,726 | D | ||||
| Restricted Stock Unit | (1) | 06/13/2025 | M | 35,446 | (14) | (14) | Class A Common Stock | 35,446 | $0 | 248,126 | D | ||||
| Restricted Stock Unit | (1) | 06/13/2025 | M | 74,530 | (15) | (15) | Class A Common Stock | 74,530 | $0 | 819,828 | D | ||||
| Restricted Stock Unit | (1) | 06/13/2025 | M | 19,150 | (16) | (16) | Class A Common Stock | 19,150 | $0 | 287,256 | D | ||||
| Stock Option (right to buy) | $2.43 | 06/16/2025 | M(2) | 108,334 | (17) | 06/16/2030 | Class A Common Stock | 108,334 | $0 | 864,731 | D | ||||
| Stock Option (right to buy) | $2.43 | 06/16/2025 | M(2) | 17,001 | (18) | 06/16/2030 | Class A Common Stock | 17,001 | $0 | 85,009 | 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 stock option exercises and sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2024 by the Reporting Person. |
| 3. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $56.20 - $56.495. 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. |
| 4. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $55.83 - $56.815. 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. |
| 5. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $56.82 - $57.05. 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. |
| 6. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $55.79 - $56.68. 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. |
| 7. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $55.79 - $56.78. 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. |
| 8. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $56.79 - $57.26. 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. |
| 9. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $58.22 - $58.945. 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. |
| 10. Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $59.01 - $59.75. 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. |
| 11. The balance represents an in-kind transfer of 186,723 Class A Common Shares to the AD 2025 GRAT dated 5-27-2025. |
| 12. The balance represents an in-kind transfer of 186,723 Class A Common Shares from the Andrew Dudum 2015 Trust dated July 2, 2015. |
| 13. 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. |
| 14. 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. |
| 15. 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, 2024. |
| 16. 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, 2025. |
| 17. The Stock Option was received in exchange for an option to purchase 3,583,091 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 March 13, 2020. |
| 18. 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. |
| Remarks: |
| /s/ Alexandra Cotter Wilkins, Attorney-in-Fact | 06/17/2025 | |
| ** 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). | ||
| 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. | ||