Hims & Hers Health, Inc. — Director's Dealing 2021

Jan 22, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Green Kristen (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-20	Class A Common Stock	A	827634	—	Acquired	827634	Indirect
2021-01-20	Class A Common Stock	A	8914715	—	Acquired	8914715	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-01-20	Warrant (right to buy)	$11.50	A	4628	Acquired	2026-01-20	Class A Common Stock (4628)	Indirect
2021-01-20	Warrant (right to buy)	$11.50	A	49850	Acquired	2026-01-20	Class A Common Stock (49850)	Indirect
2021-01-20	Restricted Stock Unit	$	A	35627	Acquired		Class A Common Stock (35627)	Direct
2021-01-20	Restricted Stock Unit	$	A	3485	Acquired		Class A Common Stock (3485)	Direct

Footnotes

F1: In connection with the merger described in that certain Agreement and Plan of Merger, dated as of September 30, 2020 (the "Merger"), by and among Oaktree Acquisition Corp., now known as Hims & Hers Health, Inc. ("New Hims"), RX Merger Sub Inc., and Hims, Inc., the Reporting Person received (i) 753,889 shares of Class A Common Stock of New Hims and (ii) 73,745 shares of restricted New Hims Class A Common Stock (the "Earn Out Shares") in exchange for 1,664,289 Class A Common Stock of Hims, Inc. The Earn Out Shares vest in equal thirds if the trading price of New Hims Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day period (the "Earn Out Conditions"). If the Earn Out Conditions are not met during the five years following closing (the "Earn Out Period"), then the unvested Earn Out Shares will be automatically forfeited.

F2: (Continued from footnote 1) On the effective date of the Merger, the closing price of New Hims Class A Common Stock was $16.38 per share.

F3: In connection with the Merger, the Reporting Person received (i) 8,120,380 shares of Class A Common Stock of New Hims and (ii) 794,335 Earn Out Shares in exchange for 17,926,574 shares of Class A Common Stock of Hims, Inc. If the Earn Out Conditions are not met during the Earnout Period, then the applicable Earn Out Shares will be automatically forfeited.

F4: In connection with the Merger, the Reporting Person received warrants exercisable for shares of New Hims Class A Common Stock in exchange for Class A Common Stock of Hims, Inc.

F5: In connection with the Merger, the Reporting Person received New Hims restricted stock units ("New Hims RSUs") in exchange for restricted stock units of Hims, Inc. ("Legacy Hims RSUs").

F6: The New Hims RSUs were received in exchange for 78,651 Legacy Hims RSUs. The New Hims RSUs vest over a 4-year period beginning in March 2021, with 25% of the New Hims RSUs vesting on the first Company Quarterly Vesting Date occurring on or following the one-year anniversary of the vesting commencement date and the remaining 75% of the New Hims RSUs vesting in equal quarterly installments over the following 3 years, on the specified vesting dates of March 15, June 15, September 15 and December 15 (each, a "Company Quarterly Vesting Date") occurring thereafter, subject to the individual's continuous service with the New Hims. The New Hims RSU expires in January 2028.

F7: In connection with the Merger, the Reporting Person received additional New Hims RSUs representing a portion of the aggregate 16,000,000 shares of New Hims Class A Common Stock comprising the Earn Out shares (the "Earn Out RSUs").

F8: The Earn Out RSUs were received in exchange for shares of Legacy Hims RSUs. Subject to the satisfaction of time-based vesting and share-price based performance based vesting conditions, each Earn Out RSU represents the right to receive one share of Class A Common Stock of New Hims. The recipient will be subject to substantially the same time-based vesting condition specified in Footnote 6 above. Additionally, the Earn Out RSUs will vest upon the satisfaction of the Earn Out conditions. If the RSU Earn Out conditions are not met during the Earn Out Period, then the applicable Earn Out RSUs will be automatically forfeited.

F9: Ms. Green is a managing member of Forerunner Ventures GP III, LLC, which is the general partner of Forerunner Builders II, L.P. and Forerunner Partners III, L.P. Ms. Green may be deemed a beneficial owner of the securities held by Forerunner Builders II, L.P. and Forerunner Partners III, L.P., but disclaims beneficial ownership thereof, except to the extent of any pecuniary interest therein.