SCHEDULE 13D/A: FIGS Executive Chair Heather Hasson Amends Beneficial Ownership, Details Share Dispositions for Tax Purposes
Beneficial Ownership Amendment
Heather Hasson, Executive Chair of FIGS, Inc., filed an Amendment No. 8 to her Schedule 13D, disclosing a 10.1% beneficial ownership stake and recent share dispositions to cover tax obligations.
Summary
- Heather Hasson, Executive Chair of FIGS, Inc., filed an Amendment No. 8 to her Schedule 13D, updating her beneficial ownership.
- She beneficially owns 18,164,950 shares of Class A Common Stock, which represents 10.1% of the class.
- This percentage is calculated based on 161,526,637 shares of Class A Common Stock outstanding as of October 31, 2024, as reported in the company's Form 10-Q filed on November 7, 2024.
- Her beneficial ownership includes 340,012 directly held Class A shares, 1,072,846 convertible Class B shares, 7,102 restricted stock units, and options to purchase 14,994,877 Class A shares exercisable within 60 days.
- Additionally, she has indirect beneficial ownership of 8,338 Class A shares and 1,741,634 convertible Class B shares held by various trusts, and 141 Class A shares held by Hollywood Capital Partners LLC, where she and CEO Catherine Spear are sole members.
- Hasson disposed of a total of 29,931 shares of Class A Common Stock in open market transactions between December 2024 and January 2025.
- These share dispositions were solely to cover required taxes and fees due upon the vesting and settlement of restricted stock units.
- Specific sales included 3,076 shares on December 4, 2024, at a weighted average price of $5.19 per share, and 26,855 shares on January 6, 2025, at a weighted average price of $5.96 per share.
- Heather Hasson and Catherine Spear may be deemed a group for Rule 13d-3 purposes under the Exchange Act due to a Voting Agreement.
Sentiment
Score: 5
Explanation: The document is neutral, providing factual updates on beneficial ownership and routine share dispositions for tax purposes, which is a common occurrence for executives and does not indicate a change in company fundamentals or strategy.
Future Outlook
NA
Management Comments
- The Reporting Person is the record holder of 340,012 shares of Class A Common Stock and 1,072,846 shares of Class B Common Stock, which are convertible at any time into Class A Common Stock on a one-to-one basis.
- The Reporting Person holds 7,102 restricted stock units and options to purchase 14,994,877 shares of Class A Common Stock that are vested and exercisable, respectively, within 60 days of the filing date.
- The Reporting Person disposed of 29,931 shares of Class A Common Stock in open market transactions solely to cover required taxes and fees due upon the vesting and settlement of restricted stock units.
Industry Context
This filing is a routine disclosure of beneficial ownership and does not provide broader industry context or trends. It pertains specifically to an individual's holdings in FIGS, Inc., a company known for its healthcare apparel.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Group Formation Disclosure | Heather Hasson and Catherine Spear (the Issuer's Chief Executive Officer) may be deemed a group for purposes of Rule 13d-3 under the Exchange Act due to existing agreements made pursuant to a Voting Agreement. This clarifies the reporting relationship for beneficial ownership. | NA | This disclosure clarifies the reporting group for beneficial ownership, enhancing transparency without indicating a change in corporate governance structure or policies beyond the existing Voting Agreement. |
Related Party Transactions
- The Reporting Person, Heather Hasson, and Catherine Spear, the Issuer's Chief Executive Officer, are the sole members of Hollywood Capital Partners LLC, which holds 141 shares of Class A Common Stock. This relationship is disclosed in the context of shared beneficial ownership.
Stakeholder Impact
- Shareholders: Provides transparency regarding the beneficial ownership stake of a key executive and co-founder, Heather Hasson, and clarifies the nature of her recent share sales (for tax purposes), which is a routine event.
Key Dates
| Date | Description |
|---|---|
| 2022-05-26 | Original Schedule 13D filing date with the SEC. |
| 2024-10-31 | Date as of which 161,526,637 Class A Common Stock shares were reported outstanding. |
| 2024-11-07 | Date of Quarterly Report on Form 10-Q filing with the SEC, which reported shares outstanding as of October 31, 2024. |
| 2024-12-04 | Date of sale of 3,076 Class A shares at a weighted average price of $5.19 per share. |
| 2025-01-06 | Date of sale of 26,855 Class A shares at a weighted average price of $5.96 per share. |
| 2025-01-15 | Date of event which required the filing of this Amendment No. 8 to Schedule 13D. |
| 2025-01-17 | Signature date of the Schedule 13D Amendment No. 8. |
Keywords
FIGS Inc., Class A Common Stock, Schedule 13D, Beneficial Ownership, Heather Hasson, Executive Chair, Share Disposition, Restricted Stock Units, Tax Obligations, SEC Filing
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