BROOKFIELD Corp /ON/ — Director's Dealing 2021

Jan 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Hims & Hers Health, Inc. (OAC)
CIK: 0001773751
Period of Report: 2021-01-20

Reporting Person: Oaktree Acquisition Holdings, L.P. (10% Owner)
Reporting Person: Partners Ltd (10% Owner)
Reporting Person: Oaktree Acquisition Holdings GP Ltd. (10% Owner)
Reporting Person: OAKTREE CAPITAL MANAGEMENT LP (10% Owner)
Reporting Person: Oaktree Capital Management GP, LLC (10% Owner)
Reporting Person: Atlas OCM Holdings, LLC (10% Owner)
Reporting Person: Oaktree Capital Group Holdings GP, LLC (10% Owner)
Reporting Person: BROOKFIELD ASSET MANAGEMENT INC. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-20	Class A Common Stock	J	3773437	—	Acquired	3773437	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-20	Class B Ordinary Shares	$	J	5031250	Disposed		Class A ordinary shares (5031250)	Direct
2021-01-20	Warrants	$	J	3012500	Acquired		Class A Common Stock (3012500)	Direct

Footnotes

F1: This Form 4 is being filed by Oaktree Acquisition Holdings, L.P. ("Holdings"). The general partner of Holdings is Oaktree Acquisition Holdings GP Ltd. ("Holdings GP"). The director of Holdings GP is Oaktree Capital Management, L.P. ("Oaktree"). The general partner of Oaktree is Oaktree Capital Management GP, LLC ("Management GP"). The sole member of Management GP is Atlas OCM Holdings, LLC ("Atlas"). Oaktree Capital Group Holdings GP, LLC ("OCGH GP") is the indirect owner of the class B units of Atlas and has the ability to appoint and remove certain directors of Atlas and, as such, may indirectly control the decisions of Atlas regarding the vote and disposition of securities held by Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the New Hims Class A Common Stock (as defined below) held by Holdings.

F2: (Continued from Footnote 1) Brookfield Asset Management, Inc. ("BAM"), in its capacity as the indirect owner of the class A units of each of OCG GP and Atlas, has the ability to appoint and remove certain directors of Atlas and, as such, may indirectly control the decisions of Atlas regarding the vote and disposition of securities held by Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Hims Class A Common Stock (as defined below) held by Holdings. Partners Limited ("Partners"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by Holdings; therefore Partners may be deemed to have indirect beneficial ownership of the Hims Class A Common Stock held by Holdings.

F3: (Continued from Footnote 2) Each reporting person under this Form 4 disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any securities covered by this Form 4.

F4: In connection with the Agreement and Plan of Merger, dated September 30, 2020, by and among Oaktree Acquisition Corp. (the "Company"), Hims, Inc. ("Hims"), and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Hims & Hers, Inc." ("New Hims"). In connection with the Domestication, 1,257,813 of Holdings' Class B ordinary shares, par value $0.0001, of the Company ("OAC Class B Ordinary Shares"), which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company ("OAC Class A Ordinary Shares"), were forfeited and surrendered for no consideration and the remaining 3,773,437 OAC Class B Ordinary Shares held by Holdings converted to shares of Class A common stock, par value $0.0001, of New Hims ("New Hims Class A Common Stock") simultaneously with the closing of the Business Combination.

F5: (Continued from Footnote 4) After giving effect to this transaction, Holdings will own less than 10% of the outstanding common stock of New Hims.

F6: In connection with the Domestication, 1,004,167 of the private placement warrants of the Company ("OAC Private Placement Warrants) held by Holdings, which previously entitled Holdings to purchase one OAC Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or thirty (30) days after the completion of an initial business combination of the Company, were forfeited and surrendered for no consideration and the remaining 3,012,500 OAC Private Placement Warrants converted into warrants of New Hims (each a "New Hims Warrant") simultaneously with the closing of the Business Combination, with each whole New Hims Warrant entitling the holder thereof to the right to purchase one share of New Hims Class A Common Stock.