FIGS (FIGS) Form 4 FIGS / Heather L. Hasson 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^*

Hasson Heather L.

(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)
01/13/2022

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	01/13/2022(1)		G	V	8,338(2)	D	$0.00	1,452,041	D
Class A Common Stock	01/13/2022		G	V	8,338(2)	A	$0.00	8,338	I	Held by the Heather Hasson Revocable Trust
Class A Common Stock	03/02/2022		J(3)		169,076	D	$0.00	1,282,965(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)	01/13/2022		G	V		799,181(6)	(5)	(5)	Class A Common Stock	799,181	$0.00	0	D
Class B Common Stock	(5)	01/13/2022		G	V	799,181(6)		(5)	(5)	Class A Common Stock	799,181	$0.00	799,181	I	Held by the Heather Hasson Revocable Trust
Class B Common Stock	(5)	03/02/2022		J(3)		169,076		(5)	(5)	Class A Common Stock	169,076	$0.00	169,076	D
Class B Common Stock	(5)							(5)	(5)	Class A Common Stock	942,453		942,453	I	Held by The Maple Tree Irrevocable Trust u/a/d 10/16/2020

Explanation of Responses:

1. THIS FORM 4 DOES NOT CONCERN THE SALE OF ANY SHARES. IT ONLY CONCERNS TRANSFERS MADE BY THE REPORTING PERSON TO HER TRUST AND THE EXCHANGE BY THE REPORTING PERSON OF CERTAIN SHARES OF THE ISSUER'S CLASS A COMMON STOCK FOR SHARES OF THE ISSUER'S CLASS B COMMON STOCK. SEE ADDITIONAL FOOTNOTES BELOW FOR MORE INFORMATION.

2. On January 13, 2022, the Reporting Person transferred 8,338 shares of Class A Common Stock of the Issuer to the Heather Hasson Revocable Trust, of which the Reporting Person is trustee. The Reporting Person is the sole beneficiary of the trust.

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 (the "Equity Award Exchange Right Agreement").

4. All but 7,102 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.

6. On January 13, 2022, the Reporting Person transferred 799,181 shares of Class B Common Stock of the Issuer to the Heather Hasson Revocable Trust, of which the Reporting Person is trustee. The Reporting Person is the sole beneficiary of the trust.

Remarks:

The number of shares listed in column 5 of Table I and column 9 of Table II do not include stock options held by the Reporting Person.

	/s/ Danielle Warner, Attorney-in-Fact for Heather L. Hasson	03/04/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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