Hims Hers Health Inc
For the period ended Jun 30, 2024. Filed Aug 5, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2024 · Filed Aug 5, 2024
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Item 5. Other Information
(c) Insider trading arrangements.
During the fiscal quarter ended June 30, 2024, none of our directors or officers adopted orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:
| Name and Title of Insider | Adoption, Modification or Termination | Applicable Date | Duration of Trading Arrangement | Rule 10b5-1 Trading Arrangement?(Y / N) (1) | Aggregate Number of Securities Subject to the Trading Arrangement |
|---|---|---|---|---|---|
| Melissa Baird, Chief Operating Officer | Adoption | 5/30/2024 | 10/7/2024 - 3/28/2025 | Y | 406,122 |
| Oluyemi Okupe, Chief Financial Officer | Adoption | 5/9/2024 | 8/19/2024 - 8/15/2025 | Y | 1,050,976 |
| Oluyemi Okupe, Chief Financial Officer | Termination(2) | 5/31/2024 | 8/19/2024 - 8/15/2025 | Y | 1,050,976 |
|---|---|---|---|---|---|
| Oluyemi Okupe, Chief Financial Officer | Adoption | 5/31/2024 | 9/3/2024 - 8/28/2025 | Y | 1,050,976 (3) |
(1)Denotes whether the trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) when adopted.
(2)No securities were purchased or sold under the trading arrangement. The trading arrangement was terminated for administrative reasons, during the Company's open trading window, and at a time when Mr. Okupe was not in possession of material, non-public information about the Company.
(3)Mr. Okupe's 10b5-1 plan provides for the sale of a percentage of 374,871 shares of our Class A Common Stock subject to RSUs, net of any shares we withhold to satisfy income tax withholding and remittance obligations in connection with the net settlement of the equity awards. The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Mr. Okupe's 10b5-1 Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the aggregate number of shares to be sold pursuant to Mr. Okupe's 10b5-1 plan is inclusive of these 374,871 shares.
In Part II, Item 9B of our Annual Report on Form 10-K for the year ended December 31, 2023, the table containing Rule 10b5-1 trading arrangements included an incorrect number of shares for Andrew Dudum. The “Aggregate Number of Securities Subject to the Trading Arrangement” for Mr. Dudum disclosed that up to 3,000,000 shares could be sold under the plan, but such amount should have included up to an additional 427,356 shares subject to RSUs, net of any shares withheld to satisfy income tax withholding and remittance obligations in connection with the net settlement of the equity awards. The number of shares to be withheld, and thus the exact number of shares subject to RSUs to be sold pursuant to Mr. Dudum's 10b5-1 Plan, can only be determined upon the occurrence of the future vesting events.
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