Initial Statement of Beneficial Ownership (3)
February 02 2021 - 6:13AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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0.5
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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
*
Institutional Venture Management XV, LLC |
2. Date of Event Requiring Statement (MM/DD/YYYY)
1/20/2021
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3. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [HIMS]
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(Last)
(First)
(Middle)
2884 SAND HILL ROAD, SUITE 100 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
MENLO PARK, CA 94025
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock | 53895 (1) | I | Held by Institutional Venture Partners XV Executive Fund, L.P (2) |
| Class A Common Stock | 10132631 (3) | I | Held by Institutional Venture Partners XV, L.P. (4) |
| Class A Common Stock | 10186538 (5) | I | Held by Institutional Venture Partners XVI, L.P (6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Warrant (right to buy) | 2/19/2021 | 1/20/2026 | Class A Common Stock | 297 | $11.50 | I | Held by Institutional Venture Partners XV Executive Fund, L.P. (2) |
| Warrant (right to buy) | 2/19/2021 | 1/20/2026 | Class A Common Stock | 56659 | $11.50 | I | Held by Institutional Venture Partners XV, L.P. (4) |
| Warrant (right to buy) | 2/19/2021 | 1/20/2026 | Class A Common Stock | 56961 | $11.50 | I | Held by Institutional Venture Partners XVI, L.P (6) |
| Explanation of Responses: |
| (1) | Includes 4,798 shares of restricted Class A Common Stock (the "Earn Out Shares"). The Earn Out Shares vest in equal thirds if the trading price of Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day period (the "Earn Out Conditions"). If the Earn Out Conditions are not met during the five years following closing (the "Earn Out Period"), then the unvested Earn Out Shares will be automatically forfeited. |
| (2) | These shares are owned directly by Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV Executive Fund"), of which Institutional Venture Management XV, LLC ("IVM XV") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. |
| (3) | Includes 902,859 Earn Out Shares. If the Earn Out Conditions are not met during the Earn Out Period, then the applicable Earn Out Shares will be automatically forfeited. |
| (4) | These shares are owned directly by Institutional Venture Partners XV, L.P. ("IVP XV"), of which IVM XV is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XV are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. |
| (5) | Includes 907,663 Earn Out Shares. If the Earn Out Conditions are not met during the Earn Out Period, then the applicable Earn Out Shares will be automatically forfeited. |
| (6) | These shares are owned directly by Institutional Venture Partners XVI, L.P. ("IVP XVI"), of which Institutional Venture Management XVI, LLC ("IVM XVI") is the sole general partner and exercises voting and investment power over these shares. The managing directors of IVM XVI are Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, Dennis B. Phelps, Jr., J. Sanford Miller, Eric Liaw, Somesh Dash and Jules A. Maltz. The reporting persons disclaim beneficial ownership of these securities, except to the extent of their respective proportionate pecuniary interest therein and this report shall not be deemed an admission that any reporting person is the beneficial owner of such securities for Section 16 or any other purpose. Mr. Maltz is a director of the Issuer and files separate Section 16 reports. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Institutional Venture Management XV, LLC
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 |
| X |
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Liaw Eric
2884 SAND HILL ROAD, SUITE 100
MENLO PARK, CA 94025 |
| X |
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Signatures
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| By: /s/ Tracy Hogan, attorney-in-fact | | 2/1/2021 |
| **Signature of Reporting Person | Date |
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