Dennis B Phelps Form 4 Honest / NORMAN A FOGELSONG ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Institutional Venture Management XIII, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Honest Company, Inc. [ HNST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/09/2023		S		151,741	D	$1.56(1)	10,245,163	I	By Institutional Venture Partners XIII, L.P.(2)
Common Stock	11/10/2023		S		133,239	D	$1.47(3)	10,111,924	I	By Institutional Venture Partners XIII, L.P.(2)
Common Stock	11/13/2023		S		64,196	D	$1.41(4)	10,047,728	I	By Institutional Venture Partners XIII, L.P.(2)
Common Stock	11/14/2023		S		323,278	D	$1.49(5)	9,724,450	I	By Institutional Venture Partners XIII, L.P.(2)
Common Stock								77,733(6)	D(7)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Institutional Venture Management XIII, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Partners XIII, L.P.

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Chaffee Todd C

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

FOGELSONG NORMAN A

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Harrick Stephen J

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Miller J Sanford

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Phelps Dennis B

(Last) (First) (Middle)

3000 SAND HILL ROAD, BUILDING 2,

SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.51 to $1.59 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

2. The shares are held of record by Institutional Venture Partners XIII, L.P. ("IVP XIII"). Institutional Venture Management XIII, LLC ("IVM XIII") is the general partner of IVP XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, Jr. as the managing directors of IVM XIII, may be deemed to have shared voting and dispositive power with respect to the shares held by IVP XIII. Each of IVM XIII and the managing directors disclaims beneficial ownership of the securities reported herein, except to the extent of its or his respective pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.46 to $1.50 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.40 to $1.43 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.45 to $1.53 inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. This amount gives effect to the forfeiture of unvested restricted stock units upon the resignation of Eric Liaw from the board of directors of the Issuer. Pursuant to a Director Compensation Assignment Agreement, Mr. Liaw had assigned the beneficial interest in any equity awards granted to him for his service as director of the Issuer to IVM XIII.

7. The shares are held of record or beneficially by IVM XIII. Todd C. Chaffee, Norman A. Fogelsong, Stephen J. Harrick, J. Sanford Miller and Dennis B. Phelps, Jr. as the managing directors of IVM XIII, may be deemed to have shared beneficial ownership with respect to the shares held of record or beneficially by IVM XIII. Each of the foregoing entities and individuals disclaims beneficial ownership of the securities reported herein, except to the extent of its or his respective pecuniary interest therein.

Remarks:

	Institutional Venture Management XIII, LLC By: /s/ Tracy Hogan,Attorney-In-Fact	11/14/2023
	Institutional VenturePartners XIII, L.P. By: Institutional Venture Management XIII, LLC,its General Partner By: /s/Tracy Hogan, Attorney-In-Fact	11/14/2023
	/s/ Tracy Hogan, Attorney-In-Fact Todd C. Chaffee	11/14/2023
	/s/ Tracy Hogan, Attorney-In-Fact Norman A. Fogelsong	11/14/2023
	/s/ Tracy Hogan, Attorney-In-Fact Stephen J. Harrick	11/14/2023
	/s/ Tracy Hogan, Attorney-In-Fact J. Sanford Miller	11/14/2023
	/s/ Tracy Hogan, Attorney-In-Fact Dennis B. Phelps	11/14/2023
	** Signature of Reporting Person	Date
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