Donald Frey Form 3 Honest / Donald Frey 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^*

Frey Donald

(Last) (First) (Middle)

12130 MILLENNIUM DRIVE, SUITE 500

(Street)

LOS ANGELES CA 90094

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/04/2021

3. Issuer Name and Ticker or Trading Symbol
Honest Company, Inc. [ HNST ]

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

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

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
Employee Stock Option (Right to Buy)	(1)	08/01/2027	Common Stock	70,000	5.125	D
Employee Stock Option (Right to Buy)	(2)	02/07/2028	Common Stock	100,000	5.125	D
Employee Stock Option (Right to Buy)	(3)	09/12/2028	Common Stock	100,000	5.75	D
Employee Stock Option (Right to Buy)	(4)	05/30/2029	Common Stock	20,000	5.75	D
Employee Stock Option (Right to Buy)	(5)	05/30/2029	Common Stock	10,000	5.75	D
Employee Stock Option (Right to Buy)	(5)	05/30/2029	Common Stock	10,000	5.75	D
Employee Stock Option (Right to Buy)	(6)	02/28/2030	Common Stock	50,000	5.225	D
Employee Stock Option (Right to Buy)	(5)	02/28/2030	Common Stock	25,000	5.225	D
Employee Stock Option (Right to Buy)	(5)	02/28/2030	Common Stock	25,000	5.225	D
Employee Stock Option (Right to Buy)	(5)	02/28/2030	Common Stock	33,334	5.225	D
Employee Stock Option (Right to Buy)	(7)	07/30/2030	Common Stock	37,500	5.66	D
Employee Stock Option (Right to Buy)	(5)	07/30/2030	Common Stock	18,750	5.66	D
Employee Stock Option (Right to Buy)	(5)	07/30/2030	Common Stock	18,750	5.66	D
Employee Stock Option (Right to Buy)	(5)	07/30/2030	Common Stock	25,000	5.66	D

Explanation of Responses:

1. Twenty-five percent (25%) of the option shares shall vest and become exercisable on June 19, 2018; and the remainder of the option shares shall vest and become exercisable in thirty-six (36) equal successive monthly installments thereafter.

2. The option grant vests and becomes exercisable in forty-eight (48) equal successive monthly installments beginning on February 7, 2018.

3. The option grant vests and becomes exercisable in forty-eight (48) equal successive monthly installments beginning on September 12, 2018.

4. The option grant vests and becomes exercisable in forty-eight (48) equal successive monthly installments beginning on May 30, 2019.

5. Option is fully vested.

6. The option grant vests and becomes exercisable in forty-eight (48) equal successive monthly installments beginning on February 28, 2020.

7. The option grant vests and becomes exercisable in forty-eight (48) equal successive monthly installments beginning on July 31, 2020.

Remarks:

	/s/ Brendan Sheehey, Attorney-in-Fact	05/04/2021
	** 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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