Stephen J Harrick Form 4 Hims & Hers Health / 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 XV, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ HIMS ]

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)
11/28/2022

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
Class A Common Stock	11/28/2022		J(1)		7,346	A	(1)	7,346	D(2)
Class A Common Stock	11/28/2022		J(1)		7,345	A	(1)	7,345	I	By Institutional Venture Management XVI, LLC(3)
Class A Common Stock								10,147,758	I	By Institutional Venture Partners XV, L.P.(4)
Class A Common Stock								53,974	I	By Institutional Venture Partners XV Executive Fund, L.P.(5)
Class A Common Stock								10,201,746	I	By Institutional Venture Partners XVI, L.P.(6)

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 XV, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Institutional Venture Management XVI, LLC

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 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 BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dash Somesh

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 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 BLDG. 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 BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Liaw Eric

(Last) (First) (Middle)

3000 SAND HILL ROAD BLDG. 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 BLDG. 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 BLDG. 2, SUITE 250

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. Represents the receipt of shares from Jules A. Maltz that Mr. Maltz received pursuant to the Issuer's non-employee director compensation policy. Pursuant to a series of Director Compensation Assignment Agreements, Mr. Maltz has agreed to assign the beneficial interest in any equity awards granted to him for his service as director of the Issuer to Institutional Venture Management XV, LLC ("IVM XV") and Institutional Venture Management XVI, LLC ("IVM XVI").

2. Todd C. Chaffee, Somesh Dash, Norman A. Fogelsong, Stephen J. Harrick, Eric Liaw, J. Sanford Miller and Dennis B. Phelps (collectively, the "Managing Directors") and Jules A. Maltz are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVM XV. Each of the Managing Directors disclaims beneficial ownership of the shares held by IVM XV except to the extent of his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

3. The Managing Directors and Jules A. Maltz are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVM XVI. Each of the Managing Directors disclaims beneficial ownership of these securities, except to the extent of his respective proportionate pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

4. IVM XV is the general partner of Institutional Venture Partners XV, L.P. ("IVP XV"). The Managing Directors and Jules A. Maltz are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV. IVM XV and each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XV except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

5. IVM XV is the general partner of Institutional Venture Partners XV Executive Fund, L.P. ("IVP XV EF"). The Managing Directors and Jules A. Maltz are the managing directors of IVM XV and may be deemed to share voting and dispositive power over the shares held by IVP XV EF. IVM XV and each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XV EF except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

6. IVM XVI is the general partner of Institutional Venture Partners XVI, L.P. ("IVP XVI"). The Managing Directors and Jules A. Maltz are the managing directors of IVM XVI and may be deemed to share voting and dispositive power over the shares held by IVP XVI. IVM XVI and each of the Managing Directors disclaims beneficial ownership of the shares held by IVP XVI except to the extent of his or its respective pecuniary interest therein. Mr. Maltz is a director of the Issuer and files separate Section 16 reports.

Remarks:

	/s/ Tracy Hogan, as Attorney-in-Fact for Institutional Venture Management XV, LLC	11/30/2022
	Institutional Venture Management XVI, LLC, By: /s/Tracy Hogan, Attorney-In-Fact	11/30/2022
	/s/ Tracy Hogan, Attorney-In-Fact Todd C. Chaffee	11/30/2022
	/s/ Tracy Hogan, Attorney-In-Fact Somesh Dash	11/30/2022
	/s/ Tracy Hogan, Attorney-In-Fact Norman A. Fogelsong	11/30/2022
	/s/ Tracy Hogan, Attorney-In-Fact Stephen J. Harrick	11/30/2022
	/s/ Tracy Hogan, Attorney-In-Fact Eric Liaw	11/30/2022
	/s/ Tracy Hogan, Attorney-In-Fact J. Sanford Miller	11/30/2022
	/s/ Tracy Hogan, Attorney-In-Fact Dennis B. Phelps	11/30/2022
	** Signature of Reporting Person	Date
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