Andrew Dudum - Jul 28, 2021 Form 4 Insider Report for Hims & Hers Health, Inc. (HIMS)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Soleil Boughton - Attorney-in-Fact
Stock symbol: HIMS
Transactions as of: Jul 28, 2021
Transactions value $: $1,272,015
Form type: 4
Date filed: 7/30/2021, 08:30 PM
Previous filing: Jul 23, 2021
Next filing: Aug 6, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HIMS	Class A Common Stock	Options Exercise	$1.09M	+94.6K	+1.15%	$11.50	8.3M	Jul 28, 2021	Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015	F1
transaction	HIMS	Class A Common Stock	Options Exercise	$184K	+16K	+0.56%	$11.50	2.88M	Jul 28, 2021	Held by Trustee of the AD GRAT dated 8/31/20	F1
transaction	HIMS	Class A Common Stock	Tax liability		-69.3K	-0.84%		8.23M	Jul 28, 2021	Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015	F1, F2
transaction	HIMS	Class A Common Stock	Tax liability		-11.7K	-0.41%		2.87M	Jul 28, 2021	Held by Trustee of the AD GRAT dated 8/31/20	F1, F2
holding	HIMS	Class A Common Stock						187K	Jul 28, 2021	Direct
holding	HIMS	Class A Common Stock						8.27M	Jul 28, 2021	Held By Atomic Labs II, L.P.	F3

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	-94.6K	-100%	$0.00^*	0	Jul 28, 2021	Class A Common Stock	94.6K	$11.50	Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015
transaction	HIMS	Warrant (right to buy)	Options Exercise	$0	-16K	-100%	$0.00^*	0	Jul 28, 2021	Class A Common Stock	16K	$11.50	Held by Trustee of the AD GRAT dated 8/31/20
holding	HIMS	Warrant (right to buy)						46.2K	Jul 28, 2021	Class A Common Stock	46.2K	$11.50	Held By Atomic Labs II, L.P.	F3

* 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 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.
F3	Mr. Dudum is a managing member of Atomic GP II, LLC, the general partner and manager of Atomic Labs II, L.P. Mr. Dudum may be deemed the beneficial owner of the shares held by Atomic Labs II, L.P., but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein.