Thomas Tull - Mar 21, 2022 Form 4 Insider Report for FIGS, Inc. (FIGS)

Role
10%+ Owner
Signature
/s/ Thomas J. Tull
Stock symbol
FIGS
Transactions as of
Mar 21, 2022
Transactions value $
$5,009,200
Form type
4
Date filed
3/23/2022, 04:17 PM
Next filing
Apr 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FIGS Class A Common Stock Conversion of derivative security $0 +6.3M $0.00* 0 Mar 21, 2022 By Tulco, LLC F1, F2
transaction FIGS Class A Common Stock Purchase $2.59M +133K +7.22% $19.38 1.98M Mar 21, 2022 Direct F3, F4
transaction FIGS Class A Common Stock Purchase $2.42M +120K +6.06% $20.16 2.1M Mar 21, 2022 Direct F5
holding FIGS Class A Common Stock 25.6M Mar 21, 2022 By Tull Family Trust F6, F7
holding FIGS Class A Common Stock 16.9K Mar 21, 2022 By First Light Investors, LLC F6, F8

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 FIGS Class B Common Stock Conversion of derivative security $0 -6.3M -100% $0.00* 0 Mar 21, 2022 Class A Common Stock 6.3M By Tulco, LLC F1, F2, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 21, 2022, Tulco, LLC converted 6,300,000 shares of the Issuer's Class B Common Stock ("Class B Shares") into the Issuer's Class A Common Stock ("Class A Shares") on an one-to-one basis. Following the conversion, Tulco, LLC distributed to its members in-kind, without consideration, all 58,000,932 shares of Class A Shares it held on a pro-rata basis. From such distribution, Thomas J. Tull and certain entities affiliated with him received a total of 27,426,398 shares. The conversion and distribution did not result in a change in the reporting person's pecuniary interest in Class A Shares previously reported by him, and such acquisitions were exempt pursuant to Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended.
F2 Represents securities held directly by Tulco, LLC. The reporting person is the founder, Chairman and Chief Executive Officer of Tulco, LLC and a member of its board of directors and, therefore, may be deemed to control Tulco, LLC. The reporting person may be deemed to have or share beneficial ownership of the securities held directly by Tulco, LLC. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
F3 The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.88-$19.87, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
F4 Includes 1,847,640 Class A Shares received from Tulco, LLC's in-kind, pro rata distribution as described in footnote 1.
F5 The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.88-$20.69, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
F6 Represents Class A Shares received from Tulco, LLC's in-kind, pro rata distribution as described in footnote 1.
F7 Represents securities held directly by the Tull Family Trust, of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the securities held by the Tull Family Trust, except to the extent of his pecuniary interest therein
F8 Represents securities held directly by First Light Investors, LLC, which is controlled by the reporting person's spouse. The reporting person disclaims beneficial ownership of the securities held by First Light Investors, LLC, except to the extent of his pecuniary interest therein.
F9 Each Class B Share is convertible at any time at the option of Tulco, LLC into one Class A Share. In addition, each Class B Share will automatically convert into one Class A Share upon transfer or certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. All Class B Shares, if not previously converted, will automatically convert into Class A Shares on June 1, 2031.