Heather Hasson - Sep 5, 2023 Form 4 Insider Report for FIGS, Inc. (FIGS)

Signature
/s/ Danielle Warner, Attorney-in-Fact for Heather Hasson
Stock symbol
FIGS
Transactions as of
Sep 5, 2023
Transactions value $
-$456,658
Form type
4
Date filed
9/7/2023, 06:36 PM
Previous filing
Aug 9, 2023
Next filing
Nov 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FIGS Class A Common Stock Sale -$457K -73.7K -5.71% $6.20 1.22M Sep 5, 2023 Direct F1, F2
transaction FIGS Class A Common Stock Other $0 -98.3K -8.07% $0.00 1.12M Sep 6, 2023 Direct F3, F4
holding FIGS Class A Common Stock 8.34K Sep 5, 2023 Held by the Heather Hasson Revocable Trust
holding FIGS Class A Common Stock 141 Sep 5, 2023 Held by Hollywood Capital Partners LLC F5

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 +98.3K +11.22% $0.00 975K Sep 6, 2023 Class A Common Stock 98.3K Direct F3, F6
holding FIGS Class B Common Stock 942K Sep 5, 2023 Class A Common Stock 942K Held by The Maple Tree Irrevocable Trust u/a/d 10/16/2020 F6
holding FIGS Class B Common Stock 799K Sep 5, 2023 Class A Common Stock 799K Held by the Heather Hasson Revocable Trust F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 THIS FORM 4 CONCERNS THE VESTING AND SETTLEMENT OF RESTRICTED STOCK UNITS ("RSUs"), WHICH SERVE TO INCREASE THE NUMBER OF SHARES OF THE OUTSTANDING CAPITAL STOCK OF THE ISSUER OWNED BY THE REPORTING PERSON, THE RELATED SALE OF CERTAIN SHARES REQUIRED PURSUANT TO A 10B5-1 INSTRUCTION LETTER SOLELY TO SATISFY THE TAX OBLIGATIONS OWED IN CONNECTION WITH THE VESTING AND SETTLEMENT OF SUCH RSUs AND 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. SEE ADDITIONAL FOOTNOTES BELOW FOR MORE INFORMATION.
F2 REPRESENTS THE AGGREGATE NUMBER OF SHARES SOLD BY THE REPORTING PERSON SOLELY TO COVER REQUIRED TAXES AND FEES DUE UPON THE VESTING AND SETTLEMENT OF RSUs. THE SALES WERE MADE PURSUANT TO A 10B5-1 INSTRUCTION LETTER DELIVERED TO THE ISSUER ON MAY 9, 2023, AND NONE OF THE SHARES REPORTED ON THIS FORM 4 WERE SOLD FOR ANY REASON OTHER THAN TO COVER REQUIRED TAXES AND FEES.
F3 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").
F4 All but 422,994 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. In addition to the securities reported in this column, the Reporting Person beneficially owns 2,716,253 shares of the Issuer's Class B Common Stock directly and indirectly through various trusts, which are convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and which are reflected in Table II of this Form 4, and 13,142,174 shares of the Issuer's Class A Common Stock underlying vested options.
F5 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.
F6 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.