Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
FIGS, Inc. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
30260D103 (CUSIP Number) |
Patrick M. Patalino Baron Capital Group, Inc., 767 Fifth Avenue, 49th Floor New York, NY, 10153 (212) 583-2119 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/14/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
BAMCO INC /NY/ | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
BK | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
43,594,050.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
26.99 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
|
| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Baron Capital Management, Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,283,708.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.89 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, IA |
SCHEDULE 13D
|
| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Ronald Baron | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,877,758.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.88 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
SCHEDULE 13D
|
| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Baron Capital Group, Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW YORK
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
49,877,758.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
30.88 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
SCHEDULE 13D
|
| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Baron Growth Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
MASSACHUSETTS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
12,368,569.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.66 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IV |
SCHEDULE 13D
|
| CUSIP No. | 30260D103 |
| 1 |
Name of reporting person
Baron Focused Growth Fund | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,493,569.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.26 % | ||||||||
| 14 | Type of Reporting Person (See Instruct
ions)
IV |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock | |
| (b) | Name of Issuer:
FIGS, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2834 COLORADO AVENUE, SUITE 100, SANTA MONICA,
CALIFORNIA
, 90404. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements that statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on December 31, 2024 (the "Original Schedule 13D"), as amended by the Amendment No. 1 to the Original Schedule 13D, filed on January 7, 2025 ("Amendment No. 1" and, together with the Original Schedule 13D and this Amendment, the "Schedule 13D"), that relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of FIGS, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 2834 Colorado Avenue, Suite 100, Santa Monica, California 90404. Except as provided herein, all Items of the Original Schedule 13D (as amended by Amendment No. 1) remain unchanged and this Amendment does not modify any information previously reported on the Original Schedule 13D and Amendment No. 1. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following:On January 13, 2025, the Reporting Persons purchased 19,039,999 shares of Class A Common Stock pursuant to the Agreement (as defined below). The source of funding for the purchase of the shares was the utilization of existing lines of credit. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Scheduled 13D (as amended by Amendment No. 1) is hereby amended and supplemented as follows:On January 11, 2025, pursuant to the Put-Call Agreement (the "Agreement"), dated as of January 7, 2025, by and between BAMCO, Inc. ("BAMCO"), Thomas J. Tull, in his individual capacity ("Tull"), Thomas J. Tull in his capacity as trustee of the Tull Family Trust, u/a/d August 1, 2005, as amended ("Tull Family Trust") and First Light Investors, LLC ("First Light" and, collectively with Tull and Tull Family Trust, the "Sellers"), the Sellers exercised their right to require the Reporting Persons to purchase from the Sellers, and on January 13, 2025, the Reporting Persons consummated a purchase of, 19,039,999 shares of Class A Common Stock at a price equal to $6.25 per share. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D (as amended by Amendment No. 1) is hereby amended and restated as follows:Calculations of the percentage of Class A Common Stock beneficially owned is based on 161,526,637 shares of Class A Common Stock outstanding as of October 31, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2024.The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. | |
| (b) | The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. | |
| (c) | Information concerning transactions in the Class A Common Stock effected by the Reporting Persons during the past sixty days is set forth in Annex A of the Original Schedule 13D (as previously filed) and is incorporated by reference herein.On January 11, 2025, pursuant to the Agreement, the Sellers exercised their right to require the Reporting Persons to purchase from the Sellers, and on January 13, 2025, the Reporting Persons consummated a purchase of, 19,039,999 shares of Class A Common Stock at a price equal to $6.25 per share. | |
| (d) | The advisory clients of BAMCO and BCM have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's common stock in their accounts. To the best of the Reporting Persons' knowledge, no such person has such interest relating to more than 5% of the outstanding class of securities. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Scheduled 13D (as amended by Amendment No. 1) is hereby amended and supplemented to include the following:Binding Term SheetOn January 13, 2025 (the "Term Sheet Date"), BAMCO and Baron Capital Management, Inc. ("BCM" and together with BAMCO, "Baron") entered into a Binding Term Sheet (the "Term Sheet") with the Issuer, pursuant to which the Issuer and Baron (i) entered into certain agreements and (ii) memorialized certain terms to be set forth in a stockholders agreement (the "SHA"), in each case, as further summarized below. The parties have agreed to execute the SHA as promptly as practicable following the Term Sheet Date.Standstill RestrictionsFrom and after January 13, 2025 until the date that Baron and its affiliates (collectively, the "Stockholder Group") cease to hold at least 17.5% of the outstanding shares of the Issuer's Class A common stock, $0.0001 par value per share ("Class A Common Stock"), Baron has agreed that it will not, and it will cause its affiliates not to, purchase any equity securities of the Issuer without the Issuer's prior written consent. This restriction does not apply to the shares of Class A Common Stock that Baron has acquired, and may acquire, under the Agreement (the "Put-Call Shares").Additionally, from January 13, 2025 until the earlier to occur of (i) the time and date of the Final Conversion Event (as defined in Section 7.4 of Article IV.A. of the Amended and Restated Certificate of Incorporation of the Issuer dated June 1, 2021), (ii) the date that Catherine Spear ceases to be the Chief Executive Officer or Co-Chief Executive Officer of the Issuer and (iii) the date that the Stockholder Group ceases to hold at least 17.5% of the outstanding shares of Class A Common Stock (such period, the "Standstill Period"), the Stockholder Group must abide by certain other standstill restrictions, including restrictions on participating in a proxy contest and engaging in or facilitating extraordinary transactions with the Issuer (subject to certain limited exceptions).Transfer RestrictionsDuring the Standstill Period, the Stockholder Group has agreed that it will not transfer any of the Put-Call Shares, except (i) with the Issuer's prior written consent, (ii) to a wholly owned subsidiary of Baron or other entity controlled or managed by BAMCO or a subsidiary thereof or (iii) in connection with a redemption of interests by an investor in an entity holding Put-Call Shares.Voting CutbackThe Stockholder Group shall be entitled to vote the Put-Call Shares, in its sole and absolute discretion, except that during the Standstill Period, any Put-Call Shares that it owns in excess of twenty-five percent (25%) of the Issuer's then-outstanding shares of Class A Common Stock must be voted in favor of all persons nominated to serve as directors of the Issuer by the board of directors of the Issuer.Registration RightsThe SHA will provide the Stockholder Group with customary demand, piggyback and shelf registration rights. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.4 Binding Term Sheet, dated as of January 13, 2025, by and among the Issuer, BAMCO, Inc. and Baron Capital Management, Inc. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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