FIGS Inc.

01/10/2025 | Press release | Distributed by Public on 01/10/2025 20:00

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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
OMB APPROVAL
OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Tull Thomas
2. Issuer Name and Ticker or Trading Symbol
FIGS, Inc. [FIGS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
27 N. WACKER DRIVE #523
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2025
(Street)
CHICAGO, IL 60606
4. If Amendment, Date 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
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Put Option (right to sell) $6.25 01/07/2025 J(1)(2) 19,039,999 01/11/2025 05/07/2025 Class A Common Stock 19,039,999 (1)(2) 19,039,999 D(1)(2)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tull Thomas
27 N. WACKER DRIVE #523
CHICAGO, IL 60606
X

Signatures

/s/ Thomas J. Tull 01/10/2025
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(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).
(1) On January 7, 2025, BAMCO, Inc. (the "Buyer"), a wholly-owned subsidiary of Baron Capital Group, Inc., Thomas J. Tull, in his individual capacity ("Tull"), Thomas J. Tull, in his capacity as trustee of the Tull Family Trust, u/a/d August 1, 2005, as amended ("Tull Family Trust"), and First Light Investors, LLC, which is controlled by Tull's spouse ("First Light" and, collectively with Tull and Tull Family Trust, the "Sellers"), entered into a Put-Call Agreement (the "Agreement"), pursuant to which from and after January 11, 2025 until May 7, 2025 (the "Expiration Date"), the Sellers will have the right, but not the obligation, to require the Buyer to purchase from the Sellers 19,039,999 shares of Class A Common Stock of the Issuer (the "Tranche I Shares") at a price equal to $6.25 per share.
(2) Pursuant to the Agreement, from and after the first business day following the expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (such date, the "HSR Satisfaction Date"), until the Expiration Date, the Sellers will have the right, but not the obligation, to require the Buyer to purchase from the Sellers a number of shares (the "Tranche II Shares") equal to (x) 27,833,825 shares of Class A Common Stock of the Issuer minus (y) if the Tranche I Shares have been sold to the Buyer, the Tranche I Shares. From and after the HSR Satisfaction Date until the Expiration Date, the Buyer will have the right, but not the obligation, to purchase from the Sellers the Tranche II Shares at a price equal to $6.25 per share.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.