SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Dudum Andrew (Last) (First) (Middle) 2269 CHESTNUT STREET, #523 (Street) SAN FRANCISCO CA 94123 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Hims & Hers Health, Inc. [ HIMS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer
	3. Date of Earliest Transaction (Month/Day/Year) 03/29/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(1)	03/29/2021		A		158,769		(1)	(1)	Class A Common Stock	158,769	$0.00	158,769	D
Restricted Stock Unit	(1)	03/29/2021		A		3,159		(1)	(1)	Class A Common Stock	3,159	$0.00	3,159	D
Restricted Stock Unit	(2)	03/29/2021		A		317,539		(2)	(2)	Class A Common Stock	317,539	$0.00	317,539	D
Restricted Stock Unit	(2)	03/29/2021		A		6,319		(2)	(2)	Class A Common Stock	6,319	$0.00	6,319	D
Restricted Stock Unit	(3)	03/29/2021		A		158,769		(3)	(3)	Class A Common Stock	158,769	$0.00	158,769	D
Restricted Stock Unit	(3)	03/29/2021		A		3,159		(3)	(3)	Class A Common Stock	3,159	$0.00	3,159	D
Restricted Stock Unit	(4)	03/29/2021		A		57,205		(4)	(4)	Class A Common Stock	57,205	$0.00	57,205	D
Restricted Stock Unit	(4)	03/29/2021		A		1,707		(4)	(4)	Class A Common Stock	1,707	$0.00	1,707	D
Restricted Stock Unit	(4)	03/29/2021		A		117,279		(4)	(4)	Class A Common Stock	117,279	$0.00	117,279	D

Explanation of Responses:

1. The Reporting Person was granted Restricted Stock Units ("RSUs") which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 6.25% of the RSUs vesting on the specified dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date") occurring on or after March 15, 2020, subject to the Reporting Person's continuous service with the issuer.

2. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs fully vested upon grant.

3. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs fully vest when (i) the issuer is acquired and the per share consideration is equal to at least $38.31 per share (subject to appropriate adjustment for stock splits and otherwise, the "Threshold Amount") or (ii) the per share closing trading price of the issuer's Class A Common Stock is at least equal to the Threshold Amount (the date on which such closing trading price is achieved, the "Achievement Date"), provided that the Reporting Person remains in continuous service as chief executive officer or a director through such acquisition or the Achievement Date, as applicable.

4. The Reporting Person was granted RSUs which represent a contingent right to receive one share of Class A Common Stock for each RSU. The RSUs are subject to a service-based vesting requirement, which shall be satisfied over a four-year period, with 6.25% of the RSUs vesting on each Company Quarterly Vesting Date occurring on or after March 15, 2021, subject to the Reporting Person's continuous service with the issuer.

Remarks:

	/s/ Soleil Boughton - Attorney-in-Fact	03/31/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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