Andrew Dudum - 06 Aug 2021 Form 4 Insider Report for Hims & Hers Health, Inc. (HIMS)

Role: Chief Executive Officer, Director, 10%+ Owner
Signature: /s/ Soleil Boughton - Attorney-in-Fact
Issuer symbol: HIMS
Transactions as of: 06 Aug 2021
Transactions value $: $531,737
Form type: 4
Date filed: 06 Aug 2021, 21:00
Previous filing: 30 Jul 2021
Next filing: 17 Sep 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	HIMS	Class A Common Stock	Options Exercise	$532K	+46.2K	+0.56%	$11.50	8.31M	06 Aug 2021	Held by Atomic Labs II, L.P.	F1, F3
transaction	HIMS	Class A Common Stock	Tax liability		-33.9K	-0.41%		8.28M	06 Aug 2021	Held by Atomic Labs II, L.P.	F1, F2, F3
holding	HIMS	Class A Common Stock						187K	06 Aug 2021	Direct
holding	HIMS	Class A Common Stock						8.23M	06 Aug 2021	Held by Trustee of Andrew Dudum 2015 Trust Dated July 2, 2015
holding	HIMS	Class A Common Stock						2.87M	06 Aug 2021	Held by Trustee of the AD GRAT dated 8/31/20

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	HIMS	Warrant (right to buy)	Options Exercise	$0	-46.2K	-100%	$0.00^*	0	06 Aug 2021	Class A Common Stock	46.2K	$11.50	Held by Atomic Labs II, L.P.	F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Atomic Labs II, L.P. exercised warrants to purchase shares of the Issuer's Class A Common Stock. The warrants were exercised on a cashless basis pursuant to Section 6.2 of that certain Warrant Agreement, by and between the Issuer and Continental Stock Transfer & Trust, dated, July 22, 2019 (the "Warrant Agreement"), following the Issuer's Notice of Redemption dated July 9, 2021. In the cashless exercise, under the terms of the Warrant Agreement, Atomic Labs II, L.P. received 0.267 shares per warrant exercised and the Issuer withheld 0.733 shares per warrant exercised. The exercise of the warrants, the withholding of shares of Class A Common Stock in the cashless exercise and the resulting issuance of the net shares of Class A Common Stock were exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended.
F2	Represents shares of Class A Common Stock withheld in connection with the cashless exercise.
F3	Mr. Dudum is a managing member of Atomic GP II, LLC, the general partner and manager of Atomic Labs II, L.P. Mr. Dudum may be deemed the beneficial owner of the shares held by Atomic Labs II, L.P., but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein.