FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Hasson Heather L.
2. Issuer Name and Ticker or Trading Symbol

FIGS, Inc. [ FIGS ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    __X__ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Executive Chair
(Last)          (First)          (Middle)

C/O FIGS, INC., 2834 COLORADO AVENUE, SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

6/16/2023
(Street)

SANTA MONICA, CA 90404
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 6/16/2023  M  114328 A$0.85 1445470 (1)D  
Class A Common Stock 6/16/2023  S  114328 D$8.3079 (2)1331142 D  
Class A Common Stock 6/20/2023  M  29791 A$0.85 1360933 D  
Class A Common Stock 6/20/2023  S  29791 D$8.0947 (3)1331142 D  
Class A Common Stock         8338 I Held by the Heather Hasson Revocable Trust 
Class A Common Stock         141 (4)I Held by Hollywood Capital Partners LLC 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy) $0.85 6/16/2023  M     114328   (5)2/21/2028 Class A Common Stock 114328 $0 506087 D  
Stock Option (Right to Buy) $0.85 6/20/2023  M     29791   (5)2/21/2028 Class A Common Stock 29791 $0 476296 D  

Explanation of Responses:
(1) All but 264,045 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 2,617,943 shares of the Issuer's Class B Common Stock, which are convertible at any time at the option of the Reporting Person into one share of Class A Common Stock, and 12,963,431 shares underlying vested options.
(2) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.15 to $8.63 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(3) The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $8.00 to $8.235 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4) 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.
(5) All shares underlying this option have vested.

Remarks:
This Form 4 relates to sales effected pursuant to Ms. Hasson's 10b5-1 plan previously disclosed on her Schedule 13D/A filed on 3/21/2023.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Hasson Heather L.
C/O FIGS, INC., 2834 COLORADO AVENUE
SUITE 100
SANTA MONICA, CA 90404
XXExecutive Chair

Signatures
/s/ Danielle Warner, Attorney-in-Fact for Heather L. Hasson6/21/2023
**Signature of Reporting PersonDate


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 control number.
FIGS (NYSE:FIGS)
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