Filing Details

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  NewView HMS SPV, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  9,702,908 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  9,702,908 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,702,908 (1)(2)(3)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.35% (4)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This Schedule 13G is filed by NewView HMS SPV, LLC (HMS SPV LLC), NewView HMS SPV Partners, LLC (HMS SPV Partners) and Ravi Viswanathan (Viswanathan and together with HMS SPV LLC and HMS SPV Partners, the Reporting Persons). The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

The securities reported herein are held by HMS SPV LLC. HMS SPV Partners serves as the sole managing member of HMS SPV LLC and has sole voting and investment control over the shares owned by HMS SPV LLC and may be deemed to own beneficially the shares held by HMS SPV LLC. HMS SPV Partners owns no securities of the Issuer directly. Viswanathan is the Manager of HMS SPV Partners and shares voting and dispositive power over the shares held by HMS SPV LLC, and may be deemed to own beneficially the shares held by HMS SPV LLC. Viswanathan owns no securities of the Issuer directly.

In connection with the merger described in that certain Agreement and Plan of Merger, dated as of September 30, 2020, by and among Oaktree Acquisition Corp., now known as Hims & Hers Health, Inc. (New Hims), RX Merger Sub Inc., and Hims, Inc. (the Merger), HMS SPV LLC received (i) 8,789,186 shares of Class A Common Stock of New Hims; (ii) 859,764 shares of restricted New Hims Class A Common Stock (the Earn Out Shares) and (iii) 53,958 shares of New Hims Class A Common Stock that can be acquired upon the exercise of an existing warrant. The Earn Out Shares vest in equal thirds if the trading price of New Hims Class A Common Stock is greater than or equal to $15, $17.50 and $20 for any 10 trading days within any 20-trading day period (the Earn Out Conditions). If the Earn Out Conditions are not met during the five years following closing (the Earn Out Period), then the unvested Earn Out Shares will be automatically forfeited.

This calculation is based on 181,487,235 shares of Class A Common Stock, reported to be outstanding as of January 20, 2021 in the Issuers Form 8-K, filed with the Securities and Exchange Commission (the SEC) on January 26, 2021.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  NewView HMS SPV Partners, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  9,702,908 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  9,702,908 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  9,702,908 (1)(2)(3)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  5.35% (4)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  OO

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

The securities reported herein are held by HMS SPV LLC. HMS SPV Partners serves as the sole managing member of HMS SPV LLC and has sole voting and investment control over the shares owned by HMS SPV LLC and may be deemed to own beneficially the shares held by HMS SPV LLC. HMS SPV Partners owns no securities of the Issuer directly. Viswanathan is the Manager of HMS SPV Partners and shares voting and dispositive power over the shares held by HMS SPV LLC, and may be deemed to own beneficially the shares held by HMS SPV LLC. Viswanathan owns no securities of the Issuer directly.

In connection with the Merger, HMS SPV LLC received (i) 8,789,186 shares of Class A Common Stock of New Hims; (ii) 859,764 Earn Out Shares and (iii) 53,958 shares of New Hims Class A Common Stock that can be acquired upon the exercise of an existing warrant. The Earn Out Shares vest according to the Earn Out Conditions. If the Earn Out Conditions are not met during the Earn Out Period, then the unvested Earn Out Shares will be automatically forfeited.

This calculation is based on 181,487,235 shares of Class A Common Stock, reported to be outstanding as of January 20, 2021 in the Issuers Form 8-K, filed with the SEC on January 26, 2021.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Ravi Viswanathan

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States of America

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  0

  SHARED VOTING POWER

  14,777,289 (1)(2)(3)

  SOLE DISPOSITIVE POWER

  0

  SHARED DISPOSITIVE POWER

  14,777,289 (1)(2)(3)

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  14,777,289 (1)(2)(3)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

  8.14% (4)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  IN

This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a group for purposes of this Schedule 13G.

The securities reported herein are held by NewView Capital Fund I, L.P. (Capital Fund) and HMS SPV LLC. NewView Capital Partners I, LLC (Capital Partners) serves as the sole general partner of Capital Fund and has sole voting and investment control over the shares owned by Capital Fund and may be deemed to own beneficially the shares held by Capital Fund. Capital Partners owns no securities of the Issuer directly. Viswanathan is the Managing Member of Capital Partners and shares voting and dispositive power over the shares held by Capital Fund, and may be deemed to own beneficially the shares held by Capital Fund. Viswanathan owns no securities of the Issuer directly. HMS SPV Partners serves as the sole managing member of HMS SPV LLC and has sole voting and investment control over the shares owned by HMS SPV LLC and may be deemed to own beneficially the shares held by HMS SPV LLC. HMS SPV Partners owns no securities of the Issuer directly. Viswanathan is the Manager of HMS SPV LLC and shares voting and dispositive power over the shares held by HMS SPV LLC, and may be deemed to own beneficially the shares held by HMS SPV LLC. Viswanathan owns no securities of the Issuer directly.

In connection with the Merger, Capital Fund received (i) 4,596,532 shares of Class A Common Stock of New Hims; (ii) 449,633 Earn Out Shares and (iii) 28,216 shares of New Hims Class A Common Stock that can be acquired upon the exercise of an existing warrant. The Earn Out Shares vest according to the Earn Out Conditions. If the Earn Out Conditions are not met during the Earn Out Period, then the unvested Earn Out Shares will be automatically forfeited. In connection with the Merger, HMS SPV LLC received (i) 8,789,186 shares of Class A Common Stock of New Hims; (ii) 859,764 Earn Out Shares and (iii) 53,958 shares of New Hims Class A Common Stock that can be acquired upon the exercise of an existing warrant. The Earn Out Shares vest according to the Earn Out Conditions. If the Earn Out Conditions are not met during the Earn Out Period, then the unvested Earn Out Shares will be automatically forfeited.

This calculation is based on 181,487,235 shares of Class A Common Stock, reported to be outstanding as of January 20, 2021 in the Issuers Form 8-K, filed with the SEC on January 26, 2021.

Name of Issuer

Address of Issuers Principal Executive Offices

Name of Reporting Persons Filing

NewView HMS SPV, LLC (HMS SPV LLC)

NewView HMS SPV Partners, LLC (HMS SPV Partners)

Ravi Viswanathan (Viswanathan)

Address of the Principal Office or, if None, Residence

Citizenship

Title of Class of Securities

CUSIP Number

Not applicable.

Ownership.

Amount beneficially owned: See Row 9 of cover page for each Reporting Person

Percent of class: See Row 11 of cover page for each Reporting Person

Number of shares as to which the person has:

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.