4//SEC Filing
Tull Thomas 4
Accession 0001209191-22-020769
CIK 0001846576other
Filed
Mar 22, 8:00 PM ET
Accepted
Mar 23, 4:17 PM ET
Size
15.4 KB
Accession
0001209191-22-020769
Insider Transaction Report
Form 4
FIGS, Inc.FIGS
Tull Thomas
10% Owner
Transactions
- Purchase
Class A Common Stock
2022-03-21$19.38/sh+133,490$2,587,036→ 1,981,130 total - Conversion
Class A Common Stock
2022-03-21+6,300,000→ 0 total(indirect: By LLC) - Purchase
Class A Common Stock
2022-03-21$20.16/sh+120,147$2,422,164→ 2,101,277 total - Conversion
Class B Common Stock
2022-03-21−6,300,000→ 0 total(indirect: By LLC)→ Class A Common Stock (6,300,000 underlying)
Holdings
- 25,561,840(indirect: By Trust)
Class A Common Stock
- 16,918(indirect: By LLC)
Class A Common Stock
Footnotes (9)
- [F1]On March 21, 2022, Tulco, LLC converted 6,300,000 shares of the Issuer's Class B Common Stock ("Class B Shares") into the Issuer's Class A Common Stock ("Class A Shares") on an one-to-one basis. Following the conversion, Tulco, LLC distributed to its members in-kind, without consideration, all 58,000,932 shares of Class A Shares it held on a pro-rata basis. From such distribution, Thomas J. Tull and certain entities affiliated with him received a total of 27,426,398 shares. The conversion and distribution did not result in a change in the reporting person's pecuniary interest in Class A Shares previously reported by him, and such acquisitions were exempt pursuant to Rules 16a-9 and 16a-13 under the Securities Exchange Act of 1934, as amended.
- [F2]Represents securities held directly by Tulco, LLC. The reporting person is the founder, Chairman and Chief Executive Officer of Tulco, LLC and a member of its board of directors and, therefore, may be deemed to control Tulco, LLC. The reporting person may be deemed to have or share beneficial ownership of the securities held directly by Tulco, LLC. The reporting person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- [F3]The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $18.88-$19.87, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
- [F4]Includes 1,847,640 Class A Shares received from Tulco, LLC's in-kind, pro rata distribution as described in footnote 1.
- [F5]The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $19.88-$20.69, inclusive. The reporting person hereby undertakes to provide upon request to the SEC staff, the Issuer or a security holder of the Issuer full information regarding the number of shares and prices at which the transaction was effected.
- [F6]Represents Class A Shares received from Tulco, LLC's in-kind, pro rata distribution as described in footnote 1.
- [F7]Represents securities held directly by the Tull Family Trust, of which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the securities held by the Tull Family Trust, except to the extent of his pecuniary interest therein
- [F8]Represents securities held directly by First Light Investors, LLC, which is controlled by the reporting person's spouse. The reporting person disclaims beneficial ownership of the securities held by First Light Investors, LLC, except to the extent of his pecuniary interest therein.
- [F9]Each Class B Share is convertible at any time at the option of Tulco, LLC into one Class A Share. In addition, each Class B Share will automatically convert into one Class A Share upon transfer or certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. All Class B Shares, if not previously converted, will automatically convert into Class A Shares on June 1, 2031.
Documents
Issuer
FIGS, Inc.
CIK 0001846576
Entity typeother
Related Parties
1- filerCIK 0001414125
Filing Metadata
- Form type
- 4
- Filed
- Mar 22, 8:00 PM ET
- Accepted
- Mar 23, 4:17 PM ET
- Size
- 15.4 KB