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.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Hims & Hers Health, Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
433000 106
(CUSIP Number)
Tracy Hogan
Institutional Venture Partners
3000 Sand Hill Road
Building 2, Suite 250
Menlo Park, California 94025
(650) 854-0132
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 2, 2023
(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. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
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).
| CUSIP No. 433000 106 | Schedule 13D | Page 2 of 18 Pages |
| (1) | Names of reporting persons Institutional Venture Management XV, LLC | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization Delaware | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 0 | ||||||||
| (8) | Shared voting power: 7,707,280 (1) | |||||||||
| (9) | Sole dispositive power: 0 | |||||||||
| (10) | Shared dispositive power: 7,707,280 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 7,707,280 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 3.9% (2) | |||||||||
| (14) | Type of reporting person (see instructions): OO | |||||||||
| (1) | Consists of: (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares, as defined herein) held directly by Institutional Venture Partners XV, L.P. (“IVP XV”) and (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) held directly by Institutional Venture Partners XV Executive Fund, L.P. (“IVP XV EF”). Institutional Venture Management XV, LLC (“IVM XV”) is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 3.7% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.5% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 3 of 18 Pages |
| (1) | Names of reporting persons Institutional Venture Partners XV, L.P. | |||||||||
| (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): WC | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization Delaware | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 0 | ||||||||
| (8) | Shared voting power: 7,666,545 (1) | |||||||||
| (9) | Sole dispositive power: 0 | |||||||||
| (10) | Shared dispositive power: 7,666,545 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 7,666,545 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 3.8% (2) | |||||||||
| (14) | Type of reporting person (see instructions): PN | |||||||||
| (1) | Consists of 7,666,545 shares of Class A Common Stock (including Earn Out Shares) held directly by IVP XV. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions, (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 3.7% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.5% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 4 of 18 Pages |
| (1) | Names of reporting persons Institutional Venture Partners Executive Fund XV, L.P. |
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| (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): WC |
||||||||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | ||||||||||||||
| (6) | Citizenship or place or organization Delaware |
||||||||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 0 |
|||||||||||||
| (8) | Shared voting power: 40,735 (1) |
||||||||||||||
| (9) | Sole dispositive power: 0 |
||||||||||||||
| (10) | Shared dispositive power: 40,735 (1) |
||||||||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 40,735 (1) |
||||||||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | ||||||||||||||
| (13) | Percent of class represented by amount in Row (11): 0.0% (2) |
||||||||||||||
| (14) | Type of reporting person (see instructions): PN |
||||||||||||||
| (1) | Consists of 40,735 shares of Class A Common Stock (including Earn Out Shares) held directly by IVP XV EF. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 0.0% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.0% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 5 of 18 Pages |
| (1) | Names of reporting persons Institutional Venture Management XVI, LLC | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization Delaware | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 0 | ||||||||
| (8) | Shared voting power: 7,707,291 (1) | |||||||||
| (9) | Sole dispositive power: 0 | |||||||||
| (10) | Shared dispositive power: 7,707,291 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 7,707,291 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 3.9% (2) | |||||||||
| (14) | Type of reporting person (see instructions): OO | |||||||||
| (1) | Consists of 7,707,291 shares of Class A Common Stock (including Earn Out Shares, as defined herein) held directly by Institutional Venture Partners XVI, L.P. (“IVP XVI”). Institutional Venture Management XVI, LLC (“IVM XVI”) is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 3.7% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.5% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 6 of 18 Pages |
| (1) | Names of reporting persons Institutional Venture Partners XVI, L.P. | |||||||||
| (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): WC | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization Delaware | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 0 | ||||||||
| (8) | Shared voting power: 7,707,291 (1) | |||||||||
| (9) | Sole dispositive power: 0 | |||||||||
| (10) | Shared dispositive power: 7,707,291 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 7,707,291 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 3.9% (2) | |||||||||
| (14) | Type of reporting person (see instructions): PN | |||||||||
| (1) | Consists of 7,707,291 shares of Class A Common Stock (including Earn Out Shares) held directly by IVP XVI. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 3.7% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.5% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 7 of 18 Pages |
| (1) | Names of reporting persons Todd C. Chaffee | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization USA | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 95,401 | ||||||||
| (8) | Shared voting power: 15,414,571 (1) | |||||||||
| (9) | Sole dispositive power: 95,401 | |||||||||
| (10) | Shared dispositive power: 15,414,571 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 15,509,972 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 7.8% (2) | |||||||||
| (14) | Type of reporting person (see instructions): IN | |||||||||
| (1) | Includes (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV; (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV EF; and (iii) 7,707,291 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XVI. IVM XV is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and IVM XVI is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are the managing members of IVM XV and IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVP XVI. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 7.4% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.9% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 8 of 18 Pages |
| (1) | Names of reporting persons Norman A. Fogelsong | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization USA | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 30,869 | ||||||||
| (8) | Shared voting power: 15,414,571 (1) | |||||||||
| (9) | Sole dispositive power: 30,869 | |||||||||
| (10) | Shared dispositive power: 15,414,571 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 15,445,440 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 7.7% (2) | |||||||||
| (14) | Type of reporting person (see instructions): IN | |||||||||
| (1) | In cludes (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV; (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV EF; and (iii) 7,707,291 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XVI. IVM XV is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and IVM XVI is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are the managing members of IVM XV and IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVP XVI. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 7.4% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.9% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 9 of 18 Pages |
| (1) | Names of reporting persons Stephen J. Harrick | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization USA | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 95,401 | ||||||||
| (8) | Shared voting power: 15,414,571 (1) | |||||||||
| (9) | Sole dispositive power: 95,401 | |||||||||
| (10) | Shared dispositive power: 15,414,571 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 15,509,972 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 7.8% (2) | |||||||||
| (14) | Type of reporting person (see instructions): IN | |||||||||
| (1) | Includes (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV; (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV EF; and (iii) 7,707,291 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XVI. IVM XV is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and IVM XVI is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are the managing members of IVM XV and IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVP XVI. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 7.4% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.9% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 10 of 18 Pages |
| (1) | Names of reporting persons J. Sanford Miller | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization USA | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 74,566 | ||||||||
| (8) | Shared voting power: 15,414,571 (1) | |||||||||
| (9) | Sole dispositive power: 74,566 | |||||||||
| (10) | Shared dispositive power: 15,414,571 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 15,489,137 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 7.7% (2) | |||||||||
| (14) | Type of reporting person (see instructions): IN | |||||||||
| (1) | Includes (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV; (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV EF; and (iii) 7,707,291 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XVI. IVM XV is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and IVM XVI is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are the managing members of IVM XV and IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVP XVI. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 7.4% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.9% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 11 of 18 Pages |
| (1) | Names of reporting persons Dennis B. Phelps | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization USA | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 95,401 | ||||||||
| (8) | Shared voting power: 15,414,571 (1) | |||||||||
| (9) | Sole dispositive power: 95,401 | |||||||||
| (10) | Shared dispositive power: 15,414,571 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 15,509,972 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 7.8% (2) | |||||||||
| (14) | Type of reporting person (see instructions): IN | |||||||||
| (1) | Includes (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV; (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV EF; and (iii) 7,707,291 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XVI. IVM XV is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and IVM XVI is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are the managing mem bers of IVM XV and IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVP XVI. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 7.4% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.9% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 12 of 18 Pages |
| (1) | Names of reporting persons Eric Liaw | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization USA | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 28,052 | ||||||||
| (8) | Shared voting power: 15,414,571 (1) | |||||||||
| (9) | Sole dispositive power: 28,052 | |||||||||
| (10) | Shared dispositive power: 15,414,571 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 15,442,623 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 7.7% (2) | |||||||||
| (14) | Type of reporting person (see instructions): IN | |||||||||
| (1) | Includes (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV; (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV EF; and (iii) 7,707,291 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XVI. IVM XV is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and IVM XVI is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are the managing members of IVM XV and IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVP XVI. The dispositive power with respect to such shares is limite d in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 7.4% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.9% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 13 of 18 Pages |
| (1) | Names of reporting persons Somesh Dash | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization USA | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 28,052 | ||||||||
| (8) | Shared voting power: 15,414,571 (1) | |||||||||
| (9) | Sole dispositive power: 28,052 | |||||||||
| (10) | Shared dispositive power: 15,414,571 (1) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 15,442,623 (1) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 7.7% (2) | |||||||||
| (14) | Type of reporting person (see instructions): IN | |||||||||
| (1) | Includes (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV; (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV EF; and (iii) 7,707,291 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XVI. IVM XV is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and IVM XVI is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are the managing members of IVM XV and IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVP XVI. The dispositive power with respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as define d herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (2) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023. Represents 7.4% of the total number of outstanding shares of common stock, including 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.9% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 14 of 18 Pages |
| (1) | Names of reporting persons Jules A. Maltz | |||||||||
| (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 | |||||||||
| (5) | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) | |||||||||
| (6) | Citizenship or place or organization USA | |||||||||
| Number of shares beneficially owned by each reporting person with: |
(7) | Sole voting power: 243,713 (1) | ||||||||
| (8) | Shared voting power: 15,414,571 (2) | |||||||||
| (9) | Sole dispositive power: 243,713 (1) | |||||||||
| (10) | Shared dispositive power: 15,414,571 (2) | |||||||||
| (11) | Aggregate amount beneficially owned by each reporting person: 15,658,284 (1) (2) | |||||||||
| (12) | Check if the aggregate amount in Row (11) excludes certain shares (see instructions) | |||||||||
| (13) | Percent of class represented by amount in Row (11): 7.8% (3) | |||||||||
| (14) | Type of reporting person (see instructions): IN | |||||||||
| (1) | Includes 2,449 shares of Class A Common Stock issuable upon the settlement of restricted stock units that will vest within 60 days of March 6, 2023. | |
| (2) | Includes (i) 7,666,545 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV; (ii) 40,735 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XV EF; and (iii) 7,707,291 shares of Class A Common Stock (including Earn Out Shares) beneficially owned by IVP XVI. IVM XV is the general partner of IVP XV and IVP XV EF and may be deemed to share voting and dispositive power over the shares held by IVP XV and IVP XV EF, and IVM XVI is the general partner of IVP XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. Chaffee, Fogelsong, Harrick, Miller, Phelps, Liaw, Dash and Maltz are the managing members of IVM XV and IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XV, IVP XV EF and IVP XVI. The dispositive power wi th respect to such shares is limited in accordance with the provisions of the Amended and Restated Investors’ Rights Agreement, as described in Item 6 hereof and the dispositive power of the Earn Out Shares (as defined herein) is further subject to the Earn Out Conditions (as defined herein), as described in Item 3 hereof. | |
| (3) | Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on the sum of (i) 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023 and (ii) 2,449 shares of Class A Common Stock issuable upon the settlement of restricted stock units as described above. Represents 7.5% of the total number of outstanding shares of common stock, including an additional 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 0.9% of the total voting power of the Issuer. |
| CUSIP No. 433000 106 | Schedule 13D | Page 15 of 18 Pages |
Explanatory Note: This Amendment No. 1 (the “Amendment”), which amends the Schedule 13D filed with the SEC on February 1, 2021 (the “Original Schedule 13D”), is being filed on behalf of Institutional Venture Management XV, LLC (“IVM XV”), Institutional Venture Partners XV, L.P. (“IVP XV”), Institutional Venture Partners XV Executive Fund, L.P. (“IVP XV EF”), Institutional Venture Management XVI, LLC (“IVM XVI”), Institutional Venture Partners XVI, L.P. (“IVP XVI”), Todd C. Chaffee (“Chafee”), Norman A. Fogelsong (“Fogelsong”), Stephen J. Harrick (“Harrick”), J. Sanford Miller (“Miller”), Dennis B. Phelps (“Phelps”), Eric Liaw (“Liaw”), Somesh Dash (“Dash”) and Jules A. Maltz (“Maltz,” and together with IVM XV, IVP XV, IVP XV EF, IVM XVI, IVP XVI, Chafee, Fogelsong, Harrick, Miller, Phelps, Liaw and Dash, collectively the “Reporting Persons”) in respect of the Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) of Hims & Hers Health, Inc., a Delaware corporation (the “Issuer”). This Amendment is being filed by the Reporting Persons to report the distributions in kind and sales of Class A Common Stock on March 2, 2023. Accordingly, the number of securities beneficially owned by the Reporting Persons has decreased as described in Items 4 and 5 below.
Items 4 and 5 of the Original Schedule 13D are hereby amended and supplemented to the extent hereinafter expressly set forth and, except as amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
| Item 4. | Purpose of Transaction |
Item 4 of the Original Schedule 13D is hereby amended and supplemented by adding the following paragraphs at the end of Item 4:
On March 2, 2023, IVP XV made a pro rata in-kind distribution for no additional consideration of an aggregate of 2,486,770 shares of Class A Common Stock to its general partner and limited partners. Of the shares distributed by IVP XV, IVM XV received 537,143 shares.
On March 2, 2023, IVP XV EF made a pro rata in-kind distribution for no additional consideration of an aggregate of 13,188 shares of Class A Common Stock to its limited partners.
On March 2, 2023, IVP XVI made a pro rata in-kind distribution for no additional consideration of an aggregate of 2,500,000 shares of Class A Common Stock to its general partner and limited partners. Of the shares distributed by IVP XVI, Institutional Venture Partners Executive Fund XVI, LLC (“IVP XVI EF”) and IVM XVI received 33,180 and 62,500 shares, respectively.
On March 2, 2023, IVM XV made a pro rata in-kind distribution for no additional consideration of an aggregate of 537,143 shares of Class A Common Stock to its members. Of the shares distributed by IVM XV, Chaffee, Dash, Fogelson, Harrick, Miller, Phelps, Liaw and Maltz received 87,004; 21,752; 30,450; 87,004; 67,429; 87,004; 21,752 and 87,004 shares, respectively.
On March 2, 2023, IVM XVI made a pro rata in-kind distribution for no additional consideration of an aggregate of 62,500 shares of Class A Common Stock to its members. Of the shares distributed by IVM XVI, Chaffee, Dash, Fogelson, Harrick, Miller, Phelps, Liaw and Maltz received 8,397; 6,300; 419; 8,397; 7,137; 8,397; 6,300; and 8,397 shares respectively.
On March 2, 2023, IVP XV, IVP XV EF, IVP XVI AND IVP XVI EF sold 1,789; 51; 1,800; and 33,180 shares of Class A Common Stock, respectively, at a weighted average price of $10.10 per share in multiple open market transactions at prices ranging from $10.01 to $10.20 inclusive.
| CUSIP No. 433000 106 | Schedule 13D | Page 16 of 18 Pages |
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The information contained in Item 3 of this Schedule 13D is incorporated by reference herein.
(a), (b) The responses of the Reporting Persons with respect to Rows 7 through 13 of their respective cover pages to this Schedule 13D are incorporated herein by reference.
The Reporting Persons’ aggregate percentage of beneficial ownership is approximately 7.9% of the outstanding shares of the Class A Common Stock, including the Earn Out Shares and issuable upon the settlement of restricted stock units held by Mr. Maltz within the next 60 days. Calculations of the percentage of the shares of Class A Common Stock beneficially owned is based on the sum of (i) 200,082,691 shares of Class A Common Stock outstanding as of February 24, 2023 as disclosed in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 27, 2023 and (ii) 2,449 shares of Class A Common Stock issuable upon the settlement of restricted stock units as described above. The shares beneficially owned by the Reporting Persons represent 7.6% of the total number of outstanding shares of common stock, including an additional 8,377,623 shares of Class V Common Stock (which is entitled to 175 votes per share) and 1.0% of the total voting power of the Issuer
Each of the Reporting Persons expressly disclaims beneficial ownership of all of the shares of Class A Common Stock included in this Schedule 13D, other than the shares of Class A Common Stock held of record by such Reporting Person, and the filing of this Schedule 13D shall not be construed as an admission that any such person is, for the purposes of sections 13(d) or 13(g) of the Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Schedule 13D.
(c) Except as set forth in this Schedule 13D, none of the Reporting Persons nor, to the best of its knowledge, any of the Listed Persons has engaged in any transaction with respect to the Class A Common Stock during the sixty days prior to the date of filing of this Schedule 13D.
(d) To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, or the partners, members, affiliates or shareholders of the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale of, the shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons.
(e) Not applicable.
| Item 7. | Material to Be Filed as Exhibits |
| A | Joint Filing Agreement, dated February 1, 2021 (incorporated by reference to the Original Schedule 13D, filed on February 1, 2021). |
| CUSIP No. 433000 106 | Schedule 13D | Page 17 of 18 Pages |
SIGNATURES
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.
| Date: | March 6, 2023 |
| INSTITUTIONAL VENTURE PARTNERS XV, L.P. | ||
| By: | Institutional Venture Management XV, LLC | |
| Its: | General Partner | |
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE PARTNERS EXECUTIVE FUND XV, L.P. | ||
| By: | Institutional Venture Management XV, LLC | |
| Its: | General Partner | |
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE MANAGEMENT XV, LLC | ||
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE PARTNERS XVI, L.P. | ||
| By: | Institutional Venture Management XVI, LLC | |
| Its: | General Partner | |
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| INSTITUTIONAL VENTURE MANAGEMENT XVI, LLC | ||
| By: | /s/ Tracy Hogan | |
| Tracy Hogan, Attorney-in-Fact | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Todd C. Chaffee | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Norman A. Fogelsong | ||
| CUSIP No. 433000 106 | Schedule 13D | Page 18 of 18 Pages |
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Stephen J. Harrick | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for J. Sanford Miller | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Dennis B. Phelps | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Eric Liaw | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Somesh Dash | ||
| /s/ Tracy Hogan | ||
| Tracy Hogan, Attorney-in-Fact for Jules A. Maltz | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement: provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions
of fact
constitute Federal criminal violations (See 18 U.S.C. 1001)