SEC FORM 4 SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
 
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Woo Liyuan

(Last) (First) (Middle)
C/O THE BEAUTY HEALTH COMPANY
2165 SPRING STREET

(Street)
LONG BEACH CA 90806

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Beauty Health Co [ SKIN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
Officer (give title below) X Other (specify below)
Former Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $12.85 08/10/2023 D(1) 372,000 (1) 05/06/2031 Common Stock 372,000 (1) 0 D
Stock Options (right to buy) $12.85 08/10/2023 A(1) 372,000 (1) 08/10/2025 Common Stock 372,000 (1) 372,000 D
Explanation of Responses:
1. The transaction involves an amendment of an outstanding option, resulting in the cancellation of the "old" option and the grant of a replacement option. The option was originally granted on May 6, 2021 and represented a grant of 744,000 shares of common stock underlying the option under the issuer's 2021 Incentive Award Plan (the "Plan"). As of Aug 10, 2023, the date of the Reporting Person's separation from the issuer (the "Separation Date"), 372,000 shares underlying the option, had vested (the "Vested Options") and the other 372,000 shares underlying the option, had not vested (the "Unvested Options"). Under the Plan, the Unvested Options were forfeited upon separation and the Vested Options would have to be exercised within 90 days of the Separation Date. However, pursuant to the Reporting Person's separation agreement, as filed in Exhibit 10.2 to the issuer's Current Report on Form 8-K filed on Aug 9, 2023, the expiration date of the Vested Options was extended to Aug 10, 2025.
Remarks:
/s/ Paul Bokota, Attorney-in-Fact for Liyuan Woo 08/11/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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