Andrew Dudum - Dec 2, 2024 Form 4 Insider Report for Hims & Hers Health, Inc. (HIMS)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Alexandra Cotter Wilkins, Attorney-in-Fact
Stock symbol
HIMS
Transactions as of
Dec 2, 2024
Transactions value $
-$1,118,654
Form type
4
Date filed
12/3/2024, 04:25 PM
Previous filing
Nov 7, 2024
Next filing
Dec 17, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HIMS Class A Common Stock Sale -$1.12M -33.5K -50.01% $33.38 33.5K Dec 2, 2024 Direct F1, F2
holding HIMS Class A Common Stock 1.18M Dec 2, 2024 Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015 F3
holding HIMS Class A Common Stock 1.29M Dec 2, 2024 Held by Trustee of AD 2021 GRAT dated 11-1-2021 F4
holding HIMS Class A Common Stock 322K Dec 2, 2024 Held by Trustee of AD 2021 GRAT 2 dated 11-1-2021 F5
holding HIMS Class A Common Stock 829K Dec 2, 2024 Held by Trustee of AD 2022 GRAT 2 dated 9/7/2022 F6
holding HIMS Class A Common Stock 1.19M Dec 2, 2024 Held by Trustee of AD 2022 GRAT 3 dated 11-28-2022 F7
holding HIMS Class A Common Stock 534K Dec 2, 2024 Held by Trustee of AD 2022 GRAT
holding HIMS Class A Common Stock 1.58M Dec 2, 2024 Held by Trustee of AD 2023 GRAT dated 9-5-2023
holding HIMS Class A Common Stock 570K Dec 2, 2024 Held by Trustee of Dudum Family Community Property Trust
holding HIMS Class A Common Stock 1.5K Dec 2, 2024 Held by Trustees of Richard M. Dudum Irrevocable 1 U/A dtd 10/15/1997
holding HIMS Class A Common Stock 2.87M Dec 2, 2024 Held by Trustee of Dudum Family Heritage Trust UAD 8-10-2021

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
holding HIMS Class V Common Stock 586K Dec 2, 2024 Class A Common Stock 586K Held by Trustee of the AD 2023 GRAT dated 9-5-2023 F8, F9
holding HIMS Class V Common Stock 7.79M Dec 2, 2024 Class A Common Stock 7.79M Held by Andrew Dudum 2015 Trust Dated July 2, 2015 F8, F9
* 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 The sales reported on this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted on August 28, 2024 by the Reporting Person.
F2 Price reported constitutes the average weighted price of shares sold. Shares were sold at varying prices in the range of $33.07 - $33.80. The Reporting Person hereby undertakes, upon request of the Commission, the issuer or a security holder of the issuer, to provide full information regarding the number of shares sold at each separate price.
F3 This amount reflects annuity payments-in-kind to the Andrew Dudum 2015 Trust dated July 2, 2015 in the following amounts of Class A Common Stock: 1) 389,316 shares from the AD 2021 GRAT dated 11-1-2021; 2) 97,329 shares from the AD 2021 GRAT 2 dated 11-1-2021; 3) 62,550 shares from the AD 2022 GRAT 2 dated 9-7-2022; and 4) 121,336 shares from the AD 2022 GRAT 3 dated 11-28-2022.
F4 This amount reflects an annuity payment-in-kind of 389,316 shares of Class A Common Stock from the AD 2021 GRAT dated 11-1-2021 to the Andrew Dudum 2015 Trust dated July 2, 2015.
F5 This amount reflects an annuity payment-in-kind of 97,329 shares of Class A Common Stock from the AD 2021 GRAT 2 dated 11-1-2021 to the Andrew Dudum 2015 Trust dated July 2, 2015.
F6 This amount reflects an annuity payment-in-kind of 62,550 shares of Class A Common Stock from the AD 2022 GRAT 2 dated 9-7-2022 to the Andrew Dudum 2015 Trust dated July 2, 2015.
F7 This amount reflects an annuity payment-in-kind of 121,336 shares of Class A Common Stock from the AD 2022 GRAT 3 dated 11-28-2022 to the Andrew Dudum 2015 Trust dated July 2, 2015.
F8 In connection with the Merger, the Reporting Person received shares of New Hims Class V Common Stock in exchange for shares of Class V Common Stock of Hims, Inc. As specified in that New Hims Certificate of Incorporation, dated as of January 20, 2021 (the "Charter"), New Hims Class V Common Stock is convertible into an equal number of fully paid and nonassessable shares of New Hims Class A Common Stock upon certain events.
F9 This amount reflects a transfer of 302,580 shares of Class V Common Stock from the AD 2023 GRAT dated 9-1-2023 to the Andrew Dudum 2015 Trust dated July 2, 2015. The reporting person is deemed to have sole voting and disposition power over the securities held by the AD 2023 GRAT dated 9-1-2023.