M&A - BAMCO INC /NY/

Form Type: SCHEDULE 13D/A

Filing Date: 2025-02-21

Corporate Action: Acquisition

Type: Update

Accession Number: 000095010325002269

Filing Summary: This Amendment No. 3 to the Schedule 13D updates the earlier Schedule filings by BAMCO Inc regarding its ownership of Class A Common Stock of FIGS, Inc. On February 20, 2025, BAMCO purchased 8,793,826 shares of Class A Common Stock for $6.25 per share, following the exercise of a right provided in a Put-Call Agreement with sellers including Thomas J. Tull and the Tull Family Trust. The funding for this acquisition came from existing lines of credit. The document also clarifies that the Reporting Persons maintain significant voting and dispositive power over the shares held. Previous filings remain unchanged except for the specified updates.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-14

Corporate Action: Acquisition

Type: Update

Accession Number: 000095010325000447

Filing Summary: This is Amendment No. 2 to the Schedule 13D filed by BAMCO Inc., which amends a previous filing regarding the acquisition of shares of Class A Common Stock of FIGS, Inc. On January 11, 2025, BAMCO, along with its affiliates, exercised a purchase agreement that led to the acquisition of 19,039,999 shares at a price of $6.25 per share, using existing lines of credit. Following this transaction, BAMCO and Baron Capital Management entered a Binding Term Sheet on January 13, 2025, formalizing a stockholder agreement that includes standstill restrictions preventing further equity purchases without prior consent, details on voting rights, and transfer limitations during a specified period. The report also elaborates on percentages of Class A Common Stock beneficially owned by BAMCO, based on outstanding shares as of October 31, 2024.

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Form Type: SCHEDULE 13D/A

Filing Date: 2025-01-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000095010325000265

Filing Summary: This Amendment No. 1 amends and supplements the original Schedule 13D filed by BAMCO Inc on December 31, 2024, regarding its holdings in FIGS, Inc. The Reporting Persons, including BAMCO Inc and Ronald Baron, have long been investors in FIGS, Inc. They have acquired an aggregate of 30,837,759 shares of Class A Common Stock at an average price of $7.3662 per share. The Reporting Persons do not support the proposed 'going private' transaction for FIGS. They plan to engage in discussions with FIGS’ Board and management about various matters including corporate governance, stockholder returns, and future strategies. On January 7, 2025, BAMCO Inc and others entered into a Put-Call Agreement regarding the acquisition of additional shares, allowing the Sellers to require BAMCO to purchase up to 19,039,999 shares at $6.25 per share and additional shares thereafter at the same price, dependent on satisfaction of certain conditions. This agreement aims to explore further investments and strategic partnership with FIGS while retaining the option to acquire more shares as the company’s circumstances evolve.

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