SCHEDULE 13D/A: Thomas J. Tull Reduces Significant Stake in FIGS, Inc. Through $119 Million Share Sale

Thomas J. Tull, a major shareholder of FIGS, Inc., has significantly reduced his beneficial ownership to 5.4% after selling nearly 19 million shares of Class A Common Stock to BAMCO, Inc. for $6.25 per share.

Summary

• Thomas J. Tull, along with the Tull Family Trust and First Light Investors, LLC (collectively, the "Sellers"), sold 19,039,999 shares of FIGS, Inc. Class A Common Stock.
• The sale was executed on January 11, 2025, pursuant to a Put-Call Agreement dated January 7, 2025.
• The shares were purchased by BAMCO, Inc., a wholly-owned subsidiary of Baron Capital Group, Inc., at a price of $6.25 per share.
• The total value of the transaction is approximately $118,999,993.75.
• Following the transaction, Thomas J. Tull's aggregate beneficial ownership in FIGS, Inc. is 8,793,826 shares, representing 5.4% of the Class A Common Stock outstanding.
• This percentage is based on 161,526,637 shares of Class A Common Stock outstanding as of October 31, 2024.
• Tull's remaining holdings include 2,101,277 shares held directly, 6,675,631 shares through the Tull Family Trust, and 16,918 shares through First Light Investors, LLC.

Sentiment

Score: 5

Explanation: The document is a factual disclosure of a significant share transaction by a major holder. It does not contain positive or negative operational news from the company itself, making the sentiment neutral. The sale of a large block of shares by a significant holder could be interpreted negatively by some, but the document provides no context for the sale beyond the exercise of a put option.

Positives

• The selling parties (Thomas J. Tull and related entities) realized significant liquidity from the sale of 19,039,999 shares.
• BAMCO, Inc. acquired a substantial block of FIGS, Inc. Class A Common Stock at a specified price.

Negatives

• A significant reduction in ownership by a major shareholder like Thomas J. Tull could be perceived by some investors as a potential lack of confidence, although the filing does not provide a reason for the sale beyond the exercise of a put option.

Risks

• No specific risks related to the company's operations or financial health are mentioned in this filing, which focuses solely on a change in beneficial ownership.

Future Outlook

NA

Industry Context

This filing reflects a significant block trade in the healthcare apparel sector, involving a major individual investor and an institutional buyer. While the document does not provide specific industry analysis, such transactions can influence market perception of a company's stock, particularly when a large founding or early investor reduces their stake. The transaction price of $6.25 per share provides a data point for valuation within the sector at the time of the agreement.

Stakeholder Impact

• Shareholders: The transaction changes the ownership structure of FIGS, Inc., with a significant block of shares moving from Thomas J. Tull and related entities to BAMCO, Inc. This could lead to shifts in voting power and influence.
• Thomas J. Tull: Realized substantial proceeds from the sale of shares.
• BAMCO, Inc.: Increased its stake in FIGS, Inc., potentially gaining more influence or a strategic position.

Key Dates

Keywords

FIGS Inc, Class A Common Stock, Schedule 13D, Thomas J. Tull, beneficial ownership, share sale, BAMCO Inc, Baron Capital Group, Put-Call Agreement, institutional investor, shareholder stake