Catherine Spear - Jun 2, 2022 Form 4 Insider Report for FIGS, Inc. (FIGS)

Role
Co-Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Danielle Warner, Attorney-in-Fact for Catherine E. Spear
Stock symbol
FIGS
Transactions as of
Jun 2, 2022
Transactions value $
$0
Form type
4
Date filed
6/6/2022, 07:54 PM
Previous filing
Mar 4, 2022
Next filing
Sep 7, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FIGS Class A Common Stock Other $0 -169K -13.18% $0.00 1.11M Jun 2, 2022 Direct F1, F2, F3
holding FIGS Class A Common Stock 7.07K Jun 2, 2022 Held by the Catherine Spear Revocable Trust
holding FIGS Class A Common Stock 141 Jun 2, 2022 Held by Hollywood Capital Partners LLC F4

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 Other $0 +169K +100% $0.00 338K Jun 2, 2022 Class A Common Stock 169K Direct F2, F5
holding FIGS Class B Common Stock 2.15M Jun 2, 2022 Class A Common Stock 2.15M Held by the Catherine Spear Revocable Trust F5
holding FIGS Class B Common Stock 983K Jun 2, 2022 Class A Common Stock 983K Held by the Wingaersheek Irrevocable Trust I u/a/d 10/15/2020 F5
holding FIGS Class B Common Stock 983K Jun 2, 2022 Class A Common Stock 983K Held by the Wingaersheek Irrevocable Trust II u/a/d 10/15/2020 F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 THIS FORM 4 DOES NOT CONCERN THE SALE OF ANY SHARES. IT ONLY CONCERNS THE EXCHANGE BY THE REPORTING PERSON OF CERTAIN SHARES OF THE ISSUER'S CLASS A COMMON STOCK FOR SHARES OF THE ISSUER'S CLASS B COMMON STOCK AND A PRO RATA DISTRIBUTION OF SHARES TO AN ENTITY OF WHICH THE REPORTING PERSON IS A MEMBER. SEE ADDITIONAL FOOTNOTES BELOW FOR MORE INFORMATION.
F2 Upon vesting and settlement of RSUs for shares of the Issuer's Class A Common Stock, such shares were exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock at the election of the Reporting Person pursuant to an equity award exchange right agreement between the Issuer and the Reporting Person (the "Equity Award Exchange Right Agreement").
F3 All but 14,204 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. Upon vesting and settlement of certain of the RSUs, certain shares of the Issuer's Class A Common Stock held by the Reporting Person may be exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock at the election of the Reporting Person pursuant to the Equity Award Exchange Right Agreement.
F4 Represents shares received by Hollywood Capital Partners LLC in an in-kind, pro rata distribution from Lead Edge Capital IV, LP to all of its investors. The Reporting Person is a managing member of Hollywood Capital Partners LLC and disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein. The acquisition was exempt pursuant to Rule 16a-9 under the Securities Exchange Act of 1934, as amended.
F5 Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon transfer or certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. All shares of Class B Common Stock, if not previously converted, will automatically convert into Class A Common Stock on June 1, 2031.

Remarks:

The number of shares listed in column 5 of Table I and column 9 of Table II do not include stock options held by the Reporting Person.