Eric Liaw - Jul 1, 2021 Form 4 Insider Report for Honest Company, Inc. (HNST)

Role: Director
Signature: /s/ Brendan Sheehey, Attorney-in-Fact
Stock symbol: HNST
Transactions as of: Jul 1, 2021
Transactions value $: $0
Form type: 4
Date filed: 10/1/2021, 09:45 PM
Previous filing: May 28, 2021
Next filing: Nov 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HNST	Common Stock (RSUs)	Award	$0	+2.04K	+16.38%	$0.00	14.5K	Jul 1, 2021	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Issuer's Non-Employee Director Compensation Policy, directors may elect to receive an award of restricted stock units (RSUs) in lieu of an annual cash retainer for their service on the board. In accordance with the reporting person's election, the reporting person was issued the RSUs for the portion of the annual retainer for the last two quarters of fiscal 2021. The RSUs vest in two installments on September 30, 2021 and December 31, 2021 and are payable in an equivalent number of shares of the Issuer's Common Stock.
F2	Eric Liaw has entered into a Director Compensation Assignment Agreement, pursuant to which he has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XIII, LLC ("IVM XIII"). Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, Jr. as the managing directors of IVM XIII, may be deemed to have shared beneficial ownership of the equity awards granted to Eric Liaw. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.

Content

Pursuant to the Issuer's Non-Employee Director Compensation Policy, directors may elect to receive an award of restricted stock units (RSUs) in lieu of an annual cash retainer for their service on the board. In accordance with the reporting person's election, the reporting person was issued the RSUs for the portion of the annual retainer for the last two quarters of fiscal 2021. The RSUs vest in two installments on September 30, 2021 and December 31, 2021 and are payable in an equivalent number of shares of the Issuer's Common Stock.

Eric Liaw has entered into a Director Compensation Assignment Agreement, pursuant to which he has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XIII, LLC ("IVM XIII"). Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, Jr. as the managing directors of IVM XIII, may be deemed to have shared beneficial ownership of the equity awards granted to Eric Liaw. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest therein.