Eric Liaw - Jan 1, 2023 Form 4 Insider Report for Honest Company, Inc. (HNST)

Role
Director
Signature
/s/ Brendan Sheehey, Attorney-in-Fact
Stock symbol
HNST
Transactions as of
Jan 1, 2023
Transactions value $
$72,539
Form type
4
Date filed
1/4/2023, 03:51 PM
Previous filing
Feb 14, 2023
Next filing
Jan 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HNST Common Stock Award $72.5K +25.1K +49.5% $2.89 75.8K Jan 1, 2023 Direct F1, F2, F3, F4
* 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 fiscal year 2023. The RSUs vest in four installments: 6,275 RSUs on March 31, 2023, 6,275 RSUs on June 30, 2023, 6,275 RSUs on September 30, 2023 and 6,275 RSUs on December 31, 2023 and are payable in an equivalent number of shares of the Issuer's Common Stock.
F2 The number of shares of RSUs is equal to $72,500 divided by $2.89, the average of the closing price of the Issuer's common stock on the Nasdaq Global Select Market for the 30 days prior to the date of grant.
F3 Includes 73,715 RSUs which are payable in an equivalent number of shares of the Issuer's common stock. The number of shares reported as beneficially owned reflects the transfer, for no consideration, of certain shares that were previously held by the reporting person, to Institutional Venture Management XIII, LLC ("IVM XIII"). Such shares were held by the reporting person for the benefit of IVM XIII pursuant to a Director Compensation Assignment Agreement, as described in footnote (4) below.
F4 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 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.