FIGS (FIGS) Form 4 FIGS / Catherine Eva Spear 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Spear Catherine Eva

(Last) (First) (Middle)

C/O FIGS, INC., 2834 COLORADO AVENUE

SUITE 100

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2021

4. 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 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	11/15/2021		S(1)		89,060	D	$34.289(2)	1,715,337	D
Class A Common Stock	11/16/2021		J(3)		83,607	D	$0.00	1,631,730(4)	D

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
Class B Common Stock	(5)	11/16/2021		J(3)		83,607		(5)	(5)	Class A Common Stock	83,607	$0.00	595,114	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	1,471,220		1,471,220	I	Held by the Catherine Spear Revocable Trust
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	983,016		983,016	I	Held by the Wingaersheek Irrevocable Trust I u/a/d 10/15/2020
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	983,016		983,016	I	Held by the Wingaersheek Irrevocable Trust II u/a/d 10/15/2020

Explanation of Responses:

1. Represents the aggregate number of shares sold by the Reporting Person to cover taxes and fees due upon the vesting and settlement of Restricted Stock Units ("RSUs"). The Reporting Person did not sell any of the shares reported on this Form 4 for any reason other than to cover required taxes and fees.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.890 to $34.292 per share, 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.

3. Upon vesting and settlement of RSUs for shares of the Issuer's Class A Common Stock, such shares were exchanged at a 1:1 ratio for shares of the Issuer's Class B Common Stock at the election of the Reporting Person pursuant to an equity award exchange right agreement between the Issuer and the Reporting Person, as previously approved by the Issuer's board of directors (the "Equity Award Exchange Right Agreement").

4. All but 3,511 of these securities are RSUs, each representing a contingent right to receive one share of the Issuer's Class A Common Stock. Upon vesting and settlement of certain of the RSUs, certain 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 Reporting Person pursuant to the Equity Award Exchange Right Agreement.

5. Each share of Class B Common Stock is convertible at any time at the option of the Reporting Person into one share of Class A Common Stock. In addition, each share of Class B Common Stock will automatically convert into one share of Class A Common Stock upon transfer or certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. All shares of Class B Common Stock, if not previously converted, will automatically convert into Class A Common Stock on June 1, 2031.

Remarks:

	/s/ Danielle Warner, Attorney-in-Fact for Catherine E. Spear	11/17/2021
	** 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 4 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.