Catherine Eva Spear Form 3 FIGS / Catherine Eva Spear ownership change

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Spear Catherine Eva

(Last) (First) (Middle)

C/O FIGS, INC.

2834 COLORADO AVENUE, SUITE 100

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/27/2021

3. Issuer Name and Ticker or Trading Symbol
FIGS, Inc. [ FIGS ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Co-Chief Executive Officer

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock(1)	2,300,076(1)	I	Held by the Catherine Spear Revocable Trust
Class A Common Stock(1)	1,302,750(1)	I	Held by The Wingaersheek Irrevocable Trust I u/1/d 10/15/2020
Class A Common Stock(1)	1,302,750(1)	I	Held by The Wingaersheek Irrevocable Trust II u/1/d 10/15/2020
Class A Common Stock(1)	2,286,094(1)(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(3)	05/25/2031	Class A Common Stock(4)	727,097(4)	2,200	D
Stock Option (Right to Buy)	(5)	09/15/2030	Class A Common Stock(4)	10,236,060(4)	5.1	D
Stock Option (Right to Buy)	(6)	06/26/2028	Class A Common Stock(4)	900,000(4)	1.37	D
Stock Option (Right to Buy)	(7)	02/21/2028	Class A Common Stock(4)	7,695,000(4)	0.86	D

Explanation of Responses:

1. Immediately prior to the completion of the Issuer's initial public offering of Class A Common stock, the shares of the Issuer's Class A Common Stock held by the Reporting Person will be exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock.

2. These restricted stock units vest in equal quarterly installments over the four-year period following December 31, 2019.

3. The option vests and becomes exercisable in 48 equal monthly installments with the first installment vesting on June 26, 2021.

4. Upon exercise of the option, the 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 holder.

5. The option vests and becomes exercisable in 60 equal monthly installments with the first installment vesting on October 16, 2020.

6. The option vests and becomes exercisable in 48 equal monthly installments with the first installment vesting on June 14, 2018.

7. The option vests and becomes exercisable in 48 equal monthly installments with the first installment vesting on November 20, 2017.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Danielle Warner as Attorney-in-Fact for Catherine Spear	05/27/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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