Sec Form 13D Filing - Dudum Andrew filing for Hims & Hers Health Inc. (HIMS) - 2024-10-25

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.

 Names of Reporting Persons.

 Andrew Dudum

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Source of Funds (See Instructions)

 SC, PF

 Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

 ☐

 Citizenship or Place of Organization

 United States

Number of

Shares

Beneficially 

Owned by

Each

Reporting

Person

With

 Sole Voting Power

 24,621,321 (1)(2)

 Shared Voting Power

 0

 Sole Dispositive Power

 24,621,321 (1)(2)

 Shared Dispositive Power

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 24,621,321

 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (11)

 11.1% (3)

 Type of Reporting Person (See Instructions)

 IN

Includes (i) 10,519,255 shares of Class A Common Stock held by trusts affiliated with the Reporting Person, (ii) 67,015 shares of Class A Common Stock held directly by the Reporting Person, (iii) 8,377,623 shares of Class V Common Stock held by trusts affiliated with the Reporting Person, (iv) 176,308 shares of Class A Common Stock underlying restricted stock units expected to settle within 60 days, (v) 5,056,329 shares of Class A Common Stock underlying stock options exercisable within 60 days of the date of this Schedule 13D held by the Reporting Person, (vi) 120,635 shares of Class A Common Stock underlying stock options that are not exercisable within 60 days of the date of this Schedule 13D, but which are subject to service-based vesting over a four-year period, with approximately 4,468 options vesting per month through April 2027, and (vii) 304,156 shares of Class A Common Stock underlying stock options that are not exercisable within 60 days of the date of this Schedule 13D, but which are subject to service-based vesting over a four-year period, with approximately 21,725 options vesting per month through March 2026. Excludes 1,495,209 shares of Class A Common Stock underlying restricted stock units not expected to settle within 60 days.

All shares of Class V Common Stock will convert automatically into an equal number of shares of Class A Common Stock (i) upon any transfer of shares of Class V Common Stock, with limited exceptions and (ii) upon adoption of a resolution by the Board at any time on or after the one-year anniversary of the date that both trigger conditions, as such conditions are described in the Issuer’s Certificate of Incorporation, dated as of January 20, 2021, are satisfied.

Percentage is calculated based on 222,103,675 shares of Class A Common Stock, which is the sum of (i) 208,068,624 shares of Class A Common Stock of the Issuer outstanding as of September 5, 2024, as reported by the Issuer in its prospectus on Form 424B7 filed with the Securities and Exchange Commission (the “Commission”) on September 9, 2024, plus (ii) 8,377,623 shares of Class V Common Stock of the Issuer outstanding as of September 5, 2024, (iii) 176,308 shares of Class A Common Stock underlying restricted stock units expected to settle within 60 days, (iv) 5,056,329 shares of Class A Common Stock underlying stock options held by the Reporting Person that are exercisable within 60 days of the date of this Schedule 13D, and (v) 424,791 shares of Class A Common Stock underlying stock options held by the Reporting Person that are not exercisable within 60 days of the date of this Schedule 13D. The Reporting Person beneficially owns 11.1% of the outstanding shares of Class A Common Stock (assuming exercise of all outstanding stock options and conversion of all outstanding shares of Class V held by the Reporting Person) and 100% of the outstanding Class V Common Stock.

Transaction
  Date

Except as otherwise indicated by an asterisk, all dispositions reflected in this table occurred in connection with the exercise and sale of vested options previously reported as beneficially owned on the Original Schedule 13D.

Transaction
  Date