Statement of Changes in Beneficial Ownership (4)
22 Juin 2023 - 12:14AM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
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Hasson Heather L. |
2. Issuer Name and Ticker or Trading Symbol
FIGS, Inc.
[
FIGS
]
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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)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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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.
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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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)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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 |
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
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Hasson Heather L. C/O FIGS, INC., 2834 COLORADO AVENUE SUITE 100 SANTA MONICA, CA 90404 | X | X | Executive Chair |
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Signatures
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/s/ Danielle Warner, Attorney-in-Fact for Heather L.
Hasson | | 6/21/2023 |
**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 control number. |
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