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SCHEDULE 13D/A 0000950103-24-018560 0001017918 XXXXXXXX LIVE 4 Class A Common Stock 02/26/2025 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. 4 (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"), the Amendment No. 2, filed on January 14, 2025 ("Amendment No. 2") and the Amendment No. 3, filed on February 21, 2025 ("Amendment No. 3" and, together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 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, Amendment No. 2 and Amendment No. 3) remain unchanged and this Amendment does not modify any information previously reported on the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 3. Item 6 of the Scheduled 13D (as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3) is hereby amended and supplemented to include the following: Stockholders Agreement On February 26, 2025, Baron Capital Management, Inc. ("BCM") and BAMCO (together with BCM, "Baron") entered into a Stockholders Agreement with the Issuer (the "Stockholders Agreement") pursuant to the terms of the Binding Term Sheet dated as of January 13, 2025 (as previously filed). Pursuant to the Stockholders Agreement, the parties agreed to certain standstill restrictions, transfer restrictions, voting cutbacks and registration rights provisions, as summarized below. Standstill Restrictions From and after January 13, 2025 until the date that Baron and its affiliates (collectively, the "Stockholder Group") cease to hold at least 17.5% of the outstanding shares of the Class A Common Stock, Baron agrees that it will not, and it will cause its affiliates not to, purchase any equity securities of the Issuer without the Issuer's prior written consent. This restriction does not apply to the shares of Class A Common Stock that Baron has acquired under the Agreement. Additionally, from January 13, 2025 until the earlier to occur of (i) the time and date of the Final Conversion Event (as defined in Section 7.4 of Article IV.A. of the Amended and Restated Certificate of Incorporation of the Issuer dated June 1, 2021), (ii) the date that Catherine Spear ceases to be the Chief Executive Officer or Co-Chief Executive Officer of the Issuer and (iii) the date that the Stockholder Group ceases to hold at least 17.5% of the outstanding shares of Class A Common Stock (such period, the "Standstill Period"), the Stockholder Group agrees to abide by certain other standstill restrictions, including restrictions on participating in a proxy contest and engaging in or facilitating extraordinary transactions with the Issuer (subject to certain limited exceptions). Transfer Restrictions During the Standstill Period, the Stockholder Group agrees that it will not transfer any of the Put-Call Shares, except under certain circumstances, including (i) with the Issuer's prior written consent, (ii) to a wholly owned subsidiary of BCM or any other entity controlled or managed by BAMCO or a subsidiary thereof or (iii) in connection with a redemption of interests by an investor in an entity holding Put-Call Shares. Voting Cutback The Stockholder Group is entitled to vote up to twenty-five percent (25%) of the Issuer's then-outstanding shares of Class A Common Stock (the "Voting Threshold"), in its sole and absolute discretion. During the Standstill Period, however, any Put-Call Shares that it owns in excess of the Voting Threshold must be voted in favor of all persons nominated to serve as directors of the Issuer by the board of directors of the Issuer. Registration Rights The Stockholders Agreement provides the Stockholder Group with customary demand, piggyback and shelf registration rights. 99.5 Stockholders Agreement, dated as of February 26, 2025, by and among the Issuer, Baron Capital Management, Inc. and BAMCO, Inc. BAMCO INC /NY/ /s/ Ronald Baron Ronald Baron/Chairman and CEO 02/27/2025 Baron Capital Management, Inc /s/ Ronald Baron Ronald Baron/Chairman and CEO 02/27/2025 Ronald Baron /s/ Ronald Baron Ronald Baron/Individually 02/27/2025 Baron Capital Group, Inc /s/ Ronald Baron Ronald Baron/Chairman and CEO 02/27/2025 Baron Growth Fund /s/ Ronald Baron Ronald Baron/CEO 02/27/2025 Baron Focused Growth Fund /s/ Ronald Baron Ronald Baron/CEO 02/27/2025