Catherine Spear - Dec 5, 2023 Form 4 Insider Report for FIGS, Inc. (FIGS)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Danielle Warner as Attorney-in-Fact for Catherine Spear
Stock symbol: FIGS
Transactions as of: Dec 5, 2023
Transactions value $: $0
Form type: 4
Date filed: 12/7/2023, 09:02 PM
Previous filing: Sep 7, 2023
Next filing: Mar 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FIGS	Class A Common Stock	Other	$0	-169K	-24%	$0.00	535K	Dec 5, 2023	Direct	F1, F2, F3
holding	FIGS	Class A Common Stock						797K	Dec 5, 2023	Held by the Catherine Spear Revocable Trust
holding	FIGS	Class A Common Stock						141	Dec 5, 2023	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	+14.29%	$0.00	1.35M	Dec 5, 2023	Class A Common Stock	169K		Direct	F2, F5
holding	FIGS	Class B Common Stock						2.15M	Dec 5, 2023	Class A Common Stock	2.15M		Held by the Catherine Spear Revocable Trust	F5
holding	FIGS	Class B Common Stock						983K	Dec 5, 2023	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	Dec 5, 2023	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. SEE ADDITIONAL FOOTNOTES BELOW FOR MORE INFORMATION.
F2	Upon vesting and settlement of Restricted Stock Units ("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 111,321 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 5,469,161 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 15,636,436 shares of the Issuer's Class A Common Stock underlying vested options.
F4	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.
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.