SEC FORM 4

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

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)
02/24/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽¹⁾	02/24/2022		A		563,872		⁽¹⁾	⁽¹⁾	Class A Common Stock	563,872	$0	563,872	D
Stock Option (right to buy)	$5.01	02/24/2022		A		1,041,282		⁽²⁾	02/23/2032	Class A Common Stock	1,041,282	$0	1,041,282	D
Stock Option (right to buy)	$5.01	02/24/2022		A		2,082,565		02/24/2023⁽³⁾	02/23/2032	Class A Common Stock	2,082,565	$0	2,082,565	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 4-year period, with the RSUs vesting in substantially equal quarterly installments over 4 years, with 6.25% of the RSUs vesting on each of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date"), beginning March 15, 2022, subject to the individual's continuous service with the Company.

2. The options are subject to a service-based vesting requirement, which shall be satisfied over a four-year period with 1/48th of the options vesting on March 24, 2022 and 1/48th of the options vesting monthly thereafter, subject to the Reporting Person's continuous service with the issuer.

3. The options shall be subject to service-based and market-based vesting requirements with vesting occurring in four equal annual installments. The service-based requirement will be satisfied and the option shall vest with respect to 25% on each anniversary after February 24, 2022 (each anniversary a "Vesting Date"), provided (i) the Reporting Person is employed by the issuer on each such Vesting Date and (ii) on each such Vesting Date, the closing stock price of the Company's Class A Common Stock as reported on the New York Stock Exchange in 20 of the prior 30 trading days is more than $10 per share. Vesting shall be cumulative in subsequent years if the market-based vesting requirement was not previously met.

Remarks:

	/s/ Soleil Boughton, Attorney-in-Fact	02/28/2022
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.