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SCHEDULE Filed 2025-01-07 Event 2025-01-07 SEC 0000950103-25-000265 →

BAMCO INC /NY/ FIGS, Inc. FIGS

Stake: 19.09% Shares: 30,837,759 CUSIP: 30260D103 Class: Class A Common Stock

Item 4 — Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended and restated as follows: The Reporting Persons have been long-term investors in the securities of the Issuer. The Reporting Persons have previously acquired an aggregate amount 30,837,759 shares of Class A Common Stock at an average acquisition price of $7.3662 per share, as described in the Original Schedule 13D. On December 31, 2024, the Reporting Persons sent a letter to the Issuer informing the Issuer that the Reporting Persons do not support the proposed "going private" transaction for the Issuer. The Reporting Persons intend to have discussions with the Board of Directors of the Issuer (the "Board") and management regarding the Issuer's valuation and total stockholder return, its investor messaging and disclosure, operations, capital allocation, corporate governance and the strategy and plans of the Issuer, including strategic transactions. The Reporting Persons intend to have discussions with the Board and the Issuer's management about the foregoing matters, and may discuss other matters including, without limitation, the Issuer's management, capital structure and/or corporate structure, dividend and/or buyback policies and compensation practices and may communicate with other shareholders and/or third parties regarding the Issuer, purchases or sales of securities of the Issuer and any or all of the foregoing. The Reporting Persons may explore, develop and/or make plans and/or proposals (whether preliminary or final) with respect to the foregoing, including prior to forming an intention to engage in such plans and/or make such proposals. In connection with such actions, the Reporting Persons do not intend to seek Board representation. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and depending upon various factors, may consider the feasibility and advisability of various alternative courses of action with respect to such investment, including, without limitation: (a) the purchase or other acquisition of additional Issuer Securities, in the open market, in privately negotiated transactions, or otherwise; (b) the sale, transfer or other disposition of shares of Class A Common Stock or other securities of the Issuer or of subsidiaries of the Issuer, or instruments convertible into or exercisable for any such securities (collectively, "Issuer Securities") in public or private transactions; (c) cause Issuer Securities to be distributed in kind to its investors, members, limited partners or other equityholders; (d) pledging, hypothecating, imposing a lien on, using as a security interest or otherwise encumbering the Issuer Securities; (e) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (f) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (g) changes in the present board of directors or management of the Issuer; (h) a material change in the present capitalization or dividend policy of the Issuer; (i) other material changes in the Issuer's business or corporate structure; (j) changes in the Issuer's certificate of incorporation or bylaws or other actions that may impede the acquisition of control of the Issuer by any person; (k) causing any class of the Issuer's securities to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (l) causing a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12 of the Exchange Act; or (m) any action similar to those enumerated above. On January 7, 2025, BAMCO, Inc., 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"), entered into a Put-Call Agreement (the "Agreement"), pursuant to which: (a) from and after January 11, 2025 until May 7, 2025 (the "Expiration Date"), the Sellers will have the right, but not the obligation, to require the Reporting Persons to purchase from the Sellers 19,039,999 shares of Class A Common Stock (the "Tranche I Shares") at a price equal to $6.25 per share, and (b) from and after the first business day following the expiration or termination of any applicable waiting period under the HSR Act ("HSR Satisfaction Date") until the Expiration Date, Sellers will have the right, but not the obligation, to require the Reporting Persons to purchase from the Sellers a number of shares (the "Tranche II Shares") equal to (x) 27,833,825 shares of Company Common Stock minus (y) if the Tranche I Shares have been sold to Buyer, the Tranche I Shares. From and after the HSR Satisfaction Date until the Expiration Date, the Rep

Cross-References

Insider Activity (last 365d)
0 transactions
0 buys · 0 sales · 0 awards/exercises
Issuer Cluster
8 13D/G filings on this issuer
7 other filings besides this one
Filer Track Record
5 filings by this filer
4 other filings in the data moat
Short Interest · settle 2026-03-31
DTC 4.02
11,602,551 shares short · +4.3% vs prior

Institutional Consensus · 2025-12-31

Held by elite portfolio managers
1 holder · $3.44M
Point72 Asset Mgmt

Other 13D/G Filings on FIGS, Inc.

FiledFormFilerStakeShares
2025-03-03 SCHEDULE BAMCO INC /NY/ 38.04% 58,671,584 view →
2025-02-27 SCHEDULE BAMCO INC /NY/ 36.32% 58,671,584 view →
2025-02-21 SCHEDULE BAMCO INC /NY/ 36.32% 58,671,584 view →
2025-02-21 SCHEDULE Tull Thomas view →
2025-01-14 SCHEDULE BAMCO INC /NY/ 30.88% 49,877,758 view →
2025-01-14 SCHEDULE Tull Thomas 5.40% 8,793,826 view →
2025-01-10 SCHEDULE Tull Thomas 17.20% 27,833,825 view →

Other Filings by BAMCO INC /NY/

FiledFormIssuerStakeShares
2025-03-03 SCHEDULE FIGS, Inc. FIGS 38.04% 58,671,584 view →
2025-02-27 SCHEDULE FIGS, Inc. FIGS 36.32% 58,671,584 view →
2025-02-21 SCHEDULE FIGS, Inc. FIGS 36.32% 58,671,584 view →
2025-01-14 SCHEDULE FIGS, Inc. FIGS 30.88% 49,877,758 view →

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