Thomas Tull - Jan 7, 2025 Form 4 Insider Report for FIGS, Inc. (FIGS)

Role: 10%+ Owner
Signature: /s/ Thomas J. Tull
Stock symbol: FIGS
Transactions as of: Jan 7, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/10/2025, 09:00 PM
Previous filing: Apr 25, 2022
Next filing: Jan 14, 2025
SEC: View on sec.gov

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	FIGS	Put Option (right to sell)	Other		+19M			19M	Jan 7, 2025	Class A Common Stock	19M	$6.25	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	On January 7, 2025, BAMCO, Inc. (the "Buyer"), a wholly-owned subsidiary of Baron Capital Group, Inc., 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, which is controlled by Tull's spouse ("First Light" and, collectively with Tull and Tull Family Trust, the "Sellers"), entered into a Put-Call Agreement (the "Agreement"), pursuant to which from and after January 11, 2025 until May 7, 2025 (the "Expiration Date"), the Sellers will have the right, but not the obligation, to require the Buyer to purchase from the Sellers 19,039,999 shares of Class A Common Stock of the Issuer (the "Tranche I Shares") at a price equal to $6.25 per share.
F2	Pursuant to the Agreement, from and after the first business day following the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (such date, the "HSR Satisfaction Date"), until the Expiration Date, the Sellers will have the right, but not the obligation, to require the Buyer to purchase from the Sellers a number of shares (the "Tranche II Shares") equal to (x) 27,833,825 shares of Class A Common Stock of the Issuer minus (y) if the Tranche I Shares have been sold to the Buyer, the Tranche I Shares. From and after the HSR Satisfaction Date until the Expiration Date, the Buyer will have the right, but not the obligation, to purchase from the Sellers the Tranche II Shares at a price equal to $6.25 per share.

Content

On January 7, 2025, BAMCO, Inc. (the "Buyer"), a wholly-owned subsidiary of Baron Capital Group, Inc., 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, which is controlled by Tull's spouse ("First Light" and, collectively with Tull and Tull Family Trust, the "Sellers"), entered into a Put-Call Agreement (the "Agreement"), pursuant to which from and after January 11, 2025 until May 7, 2025 (the "Expiration Date"), the Sellers will have the right, but not the obligation, to require the Buyer to purchase from the Sellers 19,039,999 shares of Class A Common Stock of the Issuer (the "Tranche I Shares") at a price equal to $6.25 per share.

Pursuant to the Agreement, from and after the first business day following the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (such date, the "HSR Satisfaction Date"), until the Expiration Date, the Sellers will have the right, but not the obligation, to require the Buyer to purchase from the Sellers a number of shares (the "Tranche II Shares") equal to (x) 27,833,825 shares of Class A Common Stock of the Issuer minus (y) if the Tranche I Shares have been sold to the Buyer, the Tranche I Shares. From and after the HSR Satisfaction Date until the Expiration Date, the Buyer will have the right, but not the obligation, to purchase from the Sellers the Tranche II Shares at a price equal to $6.25 per share.