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Oaktree Capital Management GP

Filed: 22 Jan 21, 8:39pm
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Oaktree Acquisition Holdings, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Hims & Hers Health, Inc. [ OAC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
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
Class A Common Stock 01/20/2021 J(4)(5) 3,773,437(4)(5) A(4)(5) (4)(5) 3,773,437(4)(5) D(1)(2)(3)
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 Securities Underlying Derivative Security (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: 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
Class B Ordinary Shares (4) 01/20/2021 J(4)(5) 5,031,250(4)(5) (4)(5) (4)(5) Class A ordinary shares 5,031,250(4)(5) (4)(5) 0(4)(5) D(1)(2)(3)
Warrants (6) 01/20/2021 J(6) 3,012,500(6) (6) (6) Class A Common Stock 3,012,500(6) (6) 3,012,500(6) D(1)(2)(3)
1. Name and Address of Reporting Person*
Oaktree Acquisition Holdings, L.P.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Partners Ltd

(Last) (First) (Middle)
BROOKFIELD PLACE, 181 BAY STREET
SUITE 300

(Street)
TORONTO A6 M5J2T3

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Acquisition Holdings GP Ltd.

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
OAKTREE CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Management GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Atlas OCM Holdings, LLC

(Last) (First) (Middle)
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Oaktree Capital Group Holdings GP, LLC

(Last) (First) (Middle)
333 SOUTH GRAND AVENUE, 28TH FLOOR

(Street)
LOS ANGELES CA 90071

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BROOKFIELD ASSET MANAGEMENT INC.

(Last) (First) (Middle)
BROOKFIELD PLACE, 181 BAY STREET
SUITE 300 PO BOX 762

(Street)
NEW YORK NY 10281-1023

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed by Oaktree Acquisition Holdings, L.P. ("Holdings"). The general partner of Holdings is Oaktree Acquisition Holdings GP Ltd. ("Holdings GP"). The director of Holdings GP is Oaktree Capital Management, L.P. ("Oaktree"). The general partner of Oaktree is Oaktree Capital Management GP, LLC ("Management GP"). The sole member of Management GP is Atlas OCM Holdings, LLC ("Atlas"). Oaktree Capital Group Holdings GP, LLC ("OCGH GP") is the indirect owner of the class B units of Atlas and has the ability to appoint and remove certain directors of Atlas and, as such, may indirectly control the decisions of Atlas regarding the vote and disposition of securities held by Holdings; therefore, OCGH GP may be deemed to have indirect beneficial ownership of the New Hims Class A Common Stock (as defined below) held by Holdings.
2. (Continued from Footnote 1) Brookfield Asset Management, Inc. ("BAM"), in its capacity as the indirect owner of the class A units of each of OCG GP and Atlas, has the ability to appoint and remove certain directors of Atlas and, as such, may indirectly control the decisions of Atlas regarding the vote and disposition of securities held by Holdings; therefore BAM may be deemed to have indirect beneficial ownership of the Hims Class A Common Stock (as defined below) held by Holdings. Partners Limited ("Partners"), in its capacity as the sole owner of Class B Limited Voting Shares of BAM, has the ability to appoint and remove certain directors of BAM and, as such, may indirectly control the decisions of BAM regarding the vote and disposition of securities held by Holdings; therefore Partners may be deemed to have indirect beneficial ownership of the Hims Class A Common Stock held by Holdings.
3. (Continued from Footnote 2) Each reporting person under this Form 4 disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any securities covered by this Form 4.
4. In connection with the Agreement and Plan of Merger, dated September 30, 2020, by and among Oaktree Acquisition Corp. (the "Company"), Hims, Inc. ("Hims"), and the other parties thereto (the transactions contemplated thereby, the "Business Combination"), the Company domesticated as a Delaware corporation (the "Domestication") and changed its name to "Hims & Hers, Inc." ("New Hims"). In connection with the Domestication, 1,257,813 of Holdings' Class B ordinary shares, par value $0.0001, of the Company ("OAC Class B Ordinary Shares"), which were previously convertible into Class A ordinary shares, par value $0.0001, of the Company ("OAC Class A Ordinary Shares"), were forfeited and surrendered for no consideration and the remaining 3,773,437 OAC Class B Ordinary Shares held by Holdings converted to shares of Class A common stock, par value $0.0001, of New Hims ("New Hims Class A Common Stock") simultaneously with the closing of the Business Combination.
5. (Continued from Footnote 4) After giving effect to this transaction, Holdings will own less than 10% of the outstanding common stock of New Hims.
6. In connection with the Domestication, 1,004,167 of the private placement warrants of the Company ("OAC Private Placement Warrants) held by Holdings, which previously entitled Holdings to purchase one OAC Class A Ordinary Share at a price of $11.50 per whole share at any time commencing on the later of one year from the closing of the Company's initial public offering or thirty (30) days after the completion of an initial business combination of the Company, were forfeited and surrendered for no consideration and the remaining 3,012,500 OAC Private Placement Warrants converted into warrants of New Hims (each a "New Hims Warrant") simultaneously with the closing of the Business Combination, with each whole New Hims Warrant entitling the holder thereof to the right to purchase one share of New Hims Class A Common Stock.
Remarks:
See signatures included in Exhibit 99.1 01/22/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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