Soleil Boughton - 22 Jul 2021 Form 4 Insider Report for Hims & Hers Health, Inc. (HIMS)

Role: Chief Legal Officer
Signature: /s/ Soleil Boughton
Issuer symbol: HIMS
Transactions as of: 22 Jul 2021
Net transactions value: +$23,978
Form type: 4
Filing time: 26 Jul 2021, 17:00:41 UTC
Previous filing: 23 Jul 2021
Next filing: 17 Sep 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HIMS	Class A Common Stock	Options Exercise	$23,978	+2,085	+0.55%	$11.50	381,622	22 Jul 2021	Direct	F1
transaction	HIMS	Class A Common Stock	Tax liability		-1,529	-0.4%		380,093	22 Jul 2021	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HIMS	Warrant (right to buy)	Options Exercise	$0	-2,085	-100%	$0.000000^*	0	22 Jul 2021	Class A Common Stock	2,085	$11.50	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Reporting Person exercised a warrant to purchase 2,085 shares of the Issuer's Class A Common Stock. The warrant was exercised on a cashless basis pursuant to Section 6.2 of that certain Warrant Agreement, by and between the Issuer and Continental Stock Transfer & Trust, dated, July 22, 2019 (the "Warrant Agreement"), following the Issuer's Notice of Redemption dated July 9, 2021. In the cashless exercise, under the terms of the Warrant Agreement, the Reporting Person received 0.267 shares per warrant exercised and the Issuer withheld 0.733 shares per warrant exercised. The exercise of the warrant, the withholding of shares of Class A Common Stock in the cashless exercise and the resulting issuance of the net shares of Class A Common Stock were exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
F2	Represents shares of Class A Common Stock withheld in connection with the cashless exercise.

Content

The Reporting Person exercised a warrant to purchase 2,085 shares of the Issuer's Class A Common Stock. The warrant was exercised on a cashless basis pursuant to Section 6.2 of that certain Warrant Agreement, by and between the Issuer and Continental Stock Transfer & Trust, dated, July 22, 2019 (the "Warrant Agreement"), following the Issuer's Notice of Redemption dated July 9, 2021. In the cashless exercise, under the terms of the Warrant Agreement, the Reporting Person received 0.267 shares per warrant exercised and the Issuer withheld 0.733 shares per warrant exercised. The exercise of the warrant, the withholding of shares of Class A Common Stock in the cashless exercise and the resulting issuance of the net shares of Class A Common Stock were exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

Represents shares of Class A Common Stock withheld in connection with the cashless exercise.