Catherine Spear - Jan 13, 2022 Form 4 Insider Report for FIGS, Inc. (FIGS)

Role
Co-Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Danielle Warner, Attorney-in-Fact for Catherine E. Spear
Stock symbol
FIGS
Transactions as of
Jan 13, 2022
Transactions value $
$0
Form type
4
Date filed
3/4/2022, 07:07 PM
Previous filing
Dec 6, 2021
Next filing
Jun 6, 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction FIGS Class A Common Stock Gift $0 -7.07K -0.48% $0.00 1.45M Jan 13, 2022 Direct F1, F2
transaction FIGS Class A Common Stock Gift $0 +7.07K $0.00 7.07K Jan 13, 2022 Held by the Catherine Spear Revocable Trust F2
transaction FIGS Class A Common Stock Other $0 -169K -11.64% $0.00 1.28M Mar 2, 2022 Direct F3, F4

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 Class B Common Stock Gift $0 -679K -100% $0.00* 0 Jan 13, 2022 Class A Common Stock 679K Direct F5, F6
transaction FIGS Class B Common Stock Gift $0 +679K +46.17% $0.00 2.15M Jan 13, 2022 Class A Common Stock 679K Held by the Catherine Spear Revocable Trust F5, F6
transaction FIGS Class B Common Stock Other $0 +169K $0.00 169K Mar 2, 2022 Class A Common Stock 169K Direct F3, F5
holding FIGS Class B Common Stock 983K Jan 13, 2022 Class A Common Stock 983K Held by the Wingaersheek Irrevocable Trust I u/a/d 10/15/2020 F5
holding FIGS Class B Common Stock 983K Jan 13, 2022 Class A Common Stock 983K Held by the Wingaersheek Irrevocable Trust II u/a/d 10/15/2020 F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 THIS FORM 4 DOES NOT CONCERN THE SALE OF ANY SHARES. IT ONLY CONCERNS TRANSFERS MADE BY THE REPORTING PERSON TO HER TRUST AND THE EXCHANGE BY THE REPORTING PERSON OF CERTAIN SHARES OF THE ISSUER'S CLASS A COMMON STOCK FOR SHARES OF THE ISSUER'S CLASS B COMMON STOCK. SEE ADDITIONAL FOOTNOTES BELOW FOR MORE INFORMATION.
F2 On January 13, 2022, the Reporting Person transferred 7,073 shares of Class A Common Stock of the Issuer to the Catherine Spear Revocable Trust, of which the Reporting Person is trustee. The Reporting Person is the sole beneficiary of the trust.
F3 Upon vesting and settlement of RSUs for shares of the Issuer's Class A Common Stock, such shares were exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock at the election of the Reporting Person pursuant to an equity award exchange right agreement between the Issuer and the Reporting Person (the "Equity Award Exchange Right Agreement").
F4 All but 7,102 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. Upon vesting and settlement of certain of the RSUs, certain shares of the Issuer's Class A Common Stock held by the Reporting Person may be exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock at the election of the Reporting Person pursuant to the Equity Award Exchange Right Agreement.
F5 Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon transfer or certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. All shares of Class B Common Stock, if not previously converted, will automatically convert into Class A Common Stock on June 1, 2031.
F6 On January 13, 2022, the Reporting Person transferred 679,301 shares of Class B Common Stock of the Issuer to the Catherine Spear Revocable Trust, of which the Reporting Person is trustee. The Reporting Person is the sole beneficiary of the trust.

Remarks:

The number of shares listed in column 5 of Table I and column 9 of Table II do not include stock options held by the Reporting Person.