FIGS (FIGS) Form 4 FIGS / Thomas Tull 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^*

Tull Thomas

(Last) (First) (Middle)

61 E. COLORADO BLVD, UNIT 200

(Street)

PASADENA CA 91105

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/21/2022

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	03/21/2022		C(1)		6,300,000	A	$0.00	0	I	By Tulco, LLC(2)
Class A Common Stock	03/21/2022		P		133,490	A	$19.38(3)	1,981,130(4)	D
Class A Common Stock	03/21/2022		P		120,147	A	$20.16(5)	2,101,277	D
Class A Common Stock								25,561,840(6)	I	By Tull Family Trust(7)
Class A Common Stock								16,918(6)	I	By First Light Investors, LLC(8)

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	(9)	03/21/2022		C(1)			6,300,000	(9)	(9)	Class A Common Stock	6,300,000	$0.00	0	I	By Tulco, LLC(2)

Explanation of Responses:

1. On March 21, 2022, Tulco, LLC converted 6,300,000 shares of the Issuer's Class B Common Stock ("Class B Shares") into the Issuer's Class A Common Stock ("Class A Shares") on an one-to-one basis. Following the conversion, Tulco, LLC distributed to its members in-kind, without consideration, all 58,000,932 shares of Class A Shares it held on a pro-rata basis. From such distribution, Thomas J. Tull and certain entities affiliated with him received a total of 27,426,398 shares. The conversion and distribution did not result in a change in the reporting person's pecuniary interest in Class A Shares previously reported by him, and such acquisitions were exempt pursuant to Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended.

2. Represents securities held directly by Tulco, LLC. The reporting person is the founder, Chairman and Chief Executive Officer of Tulco, LLC and a member of its board of directors and, therefore, may be deemed to control Tulco, LLC. The reporting person may be deemed to have or share beneficial ownership of the securities held directly by Tulco, LLC. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.

3. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.88-$19.87, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

4. Includes 1,847,640 Class A Shares received from Tulco, LLC's in-kind, pro rata distribution as described in footnote 1.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.88-$20.69, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.

6. Represents Class A Shares received from Tulco, LLC's in-kind, pro rata distribution as described in footnote 1.

7. Represents securities held directly by the Tull Family Trust, of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the securities held by the Tull Family Trust, except to the extent of his pecuniary interest therein

8. Represents securities held directly by First Light Investors, LLC, which is controlled by the reporting person's spouse. The reporting person disclaims beneficial ownership of the securities held by First Light Investors, LLC, except to the extent of his pecuniary interest therein.

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

Remarks:

	/s/ Thomas J. Tull	03/23/2022
	** 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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