SCHEDULE 13D/A: Thomas J. Tull Exits Significant Stake in FIGS, Inc. Class A Common Stock
Schedule 13D Amendment
Thomas J. Tull, the reporting person, has ceased to be a beneficial owner of more than five percent of FIGS, Inc.'s Class A Common Stock following the completion of a pre-arranged share transfer.
Summary
- Thomas J. Tull, the reporting person, is filing Amendment No. 4 to Schedule 13D, which serves as his final amendment and exit filing for FIGS, Inc.
- The filing reports that as of February 20, 2025, Mr. Tull ceased to be the beneficial owner of more than five percent of the outstanding shares of Class A Common Stock of FIGS, Inc.
- This change in ownership occurred in connection with the exercise of a Put-Call Agreement, dated January 7, 2025.
- On February 19, 2025, the Sellers, including Mr. Tull, exercised their right under the Put-Call Agreement to require the Buyer to purchase 8,793,826 shares of Class A Common Stock.
- The shares were sold at a price of $6.25 per share.
- The transfer of these 8,793,826 shares from the Sellers to the Buyer was completed on February 20, 2025.
- As of the filing date, Mr. Tull, the Tull Family Trust, and First Light Investors, LLC (controlled by Mr. Tull's spouse) directly hold 0 shares of Class A Common Stock.
Sentiment
Score: 5
Explanation: The sentiment is neutral as the document reports a pre-arranged transaction (an expected event) where a significant shareholder exited their position. While an exit could be seen as negative, the pre-planned nature mitigates surprise, and it's a specific ownership change rather than a reflection of company performance.
Positives
- The reporting person, Thomas J. Tull, successfully exited his significant stake in FIGS, Inc. through a pre-arranged Put-Call Agreement, indicating a planned and orderly divestment.
Negatives
- The exit of a significant beneficial owner like Thomas J. Tull could be perceived negatively by some investors, potentially signaling a lack of long-term conviction, although this was a pre-arranged transaction.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding FIGS, Inc.'s future performance or strategic direction. It solely reports a past transaction related to beneficial ownership.
Industry Context
This filing details a specific change in beneficial ownership for FIGS, Inc. and does not provide broader insights into industry trends or competitive landscape. It reflects an individual investor's divestment rather than a company-wide strategic shift.
Stakeholder Impact
- Shareholders: The exit of a significant beneficial owner could lead to market speculation or a minor shift in investor sentiment, although the pre-arranged nature of the transaction may limit significant impact.
Next Steps
- This Amendment No. 4 represents the final amendment to the Schedule 13D for Thomas J. Tull and constitutes an exit filing, meaning no further filings are expected from this reporting person regarding this stake.
Key Dates
| Date | Description |
|---|---|
| 2022-05-27 | Initial Schedule 13D filed by Thomas J. Tull. |
| 2022-10-07 | Amendment No. 1 to Schedule 13D filed. |
| 2025-01-07 | Date of the Put-Call Agreement. |
| 2025-01-10 | Amendment No. 2 to Schedule 13D filed. |
| 2025-01-14 | Amendment No. 3 to Schedule 13D filed. |
| 2025-02-19 | Date the Sellers exercised the right to require the Buyer to purchase shares under the Put-Call Agreement. |
| 2025-02-20 | Date the transfer of 8,793,826 shares of Class A Common Stock was completed, and the Reporting Person ceased to be a beneficial owner of more than five percent. |
| 2025-02-21 | Date Amendment No. 4 to Schedule 13D was signed. |
Keywords
FIGS Inc., Thomas J. Tull, Schedule 13D, Class A Common Stock, beneficial ownership, Put-Call Agreement, share transfer, exit filing, stock sale
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