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SCHEDULE 13D/A 0000950103-24-018560 0001017918 XXXXXXXX LIVE 3 Class A Common Stock 02/20/2025 false 0001846576 30260D103 FIGS, Inc. 2834 COLORADO AVENUE SUITE 100 SANTA MONICA CA 90404 Patrick M. Patalino (212) 583-2119 Baron Capital Group, Inc. 767 Fifth Avenue, 49th Floor New York NY 10153 0001017918 N BAMCO INC /NY/ b BK N NY 27833825.00 23327945.00 27833825.00 24554051.00 52387876.00 N 32.43 CO IA 0000790504 N Baron Capital Management, Inc b AF OO N NY 0.00 6283708.00 0.00 6283708.00 6283708.00 N 3.89 CO IA 0001012688 N Ronald Baron b AF OO N X1 27833825.00 29611653.00 0.00 58671584.00 58671584.00 N 36.32 IN HC Y Baron Capital Group, Inc b AF OO N NY 27833825.00 29611653.00 0.00 58671584.00 58671584.00 N 36.32 CO HC 0000810902 N Baron Growth Fund b AF OO N MA 0.00 12368569.00 0.00 12368569.00 12368569.00 N 7.66 IV 0001217673 N Baron Focused Growth Fund b AF OO N DE 0.00 8493569.00 0.00 8493569.00 8493569.00 N 5.26 IV Class A Common Stock FIGS, Inc. 2834 COLORADO AVENUE SUITE 100 SANTA MONICA CA 90404 This Amendment No. 3 (this "Amendment") amends and supplements that statement on Schedule 13D originally filed by the Reporting Persons with the Securities and Exchange Commission on December 31, 2024 (the "Original Schedule 13D"), as amended by the Amendment No. 1, filed on January 7, 2025 ("Amendment No. 1") and the Amendment No. 2, filed on January 14, 2025 ("Amendment No. 2" and, together with the Original Schedule 13D, Amendment No. 1 and this Amendment, the "Schedule 13D"), that relates to the shares of Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of FIGS, Inc., a Delaware corporation (the "Issuer"). The Issuer's principal executive offices are located at 2834 Colorado Avenue, Suite 100, Santa Monica, California 90404. Except as provided herein, all Items of the Original Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2) remain unchanged and this Amendment does not modify any information previously reported on the Original Schedule 13D, Amendment No. 1 and Amendment No. 2. Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following: On February 20, 2025, the Reporting Persons purchased 8,793,826 shares of Class A Common Stock pursuant to the Agreement (as defined below). The source of funding for the purchase of the shares was the utilization of existing lines of credit. Item 4 of the Scheduled 13D (as amended by Amendment No. 1 and Amendment No. 2) is hereby amended and supplemented as follows: On February 19, 2025, pursuant to the Put-Call Agreement (the "Agreement"), dated as of January 7, 2025, by and between BAMCO, Inc. ("BAMCO"), 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 ("First Light" and, collectively with Tull and Tull Family Trust, the "Sellers"), the Sellers exercised their right to require BAMCO to purchase from the Sellers, and on February 20, 2025, BAMCO consummated the purchase of, 8,793,826 shares of Class A Common Stock at a price equal to $6.25 per share. Item 5(a) of the Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2) is hereby amended and restated as follows: Calculations of the percentage of Class A Common Stock beneficially owned is based on 161,526,637 shares of Class A Common Stock outstanding as of October 31, 2024, as reported in the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on November 7, 2024. The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Item 5(b) of the Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2) is hereby amended and restated as follows: The aggregate number and percentage of the Class A Common Stock beneficially owned by the Reporting Person and, for such Reporting Person, the number of shares as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition are set forth on rows 7 through 11 and row 13 of the cover pages of this Schedule 13D and are incorporated herein by reference. Item 5(c) of the Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2) is hereby amended and supplemented as follows: On February 19, 2025, pursuant to the Agreement, the Sellers exercised their right to require BAMCO to purchase from the Sellers, and on February 20, 2025, BAMCO consummated a purchase of, 8,793,826 shares of Class A Common Stock at a price equal to $6.25 per share. Item 5(d) of the Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2) is hereby amended and restated as follows: The advisory clients of BAMCO and BCM have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's common stock in their accounts. To the best of the Reporting Persons' knowledge, no such person has such interest relating to more than 5% of the outstanding class of securities. Item 5(e) of the Schedule 13D (as amended by Amendment No. 1 and Amendment No. 2) is hereby amended and restated as follows: Not applicable. BAMCO INC /NY/ /s/ Ronald Baron Ronald Baron/Chairman and CEO 02/21/2025 Baron Capital Management, Inc /s/ Ronald Baron Ronald Baron/Chairman and CEO 02/21/2025 Ronald Baron /s/ Ronald Baron Ronald Baron/Individually 02/21/2025 Baron Capital Group, Inc /s/ Ronald Baron Ronald Baron/Chairman and CEO 02/21/2025 Baron Growth Fund /s/ Ronald Baron Ronald Baron/CEO 02/21/2025 Baron Focused Growth Fund /s/ Ronald Baron Ronald Baron/CEO 02/21/2025