ThZeal - The Zeal

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Field Dylan

(Last)

(First)

(Middle)

C/O FIGMA, INC.

760 MARKET STREET, FLOOR 10

(Street)

SAN FRANCISCO

94102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/30/2025

3. Issuer Name and Ticker or Trading Symbol
Figma, Inc. [ FIG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

5. 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	32,337,816	⁽¹⁾	D
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,135,325	⁽¹⁾	I	By Trust⁽²⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,122,908	⁽¹⁾	I	By Trust⁽³⁾
Class B Common Stock	⁽¹⁾	⁽¹⁾	Class A Common Stock	15,754,517	⁽¹⁾	I	See footnote⁽⁴⁾
Restricted Stock Units	⁽⁵⁾	10/27/2028	Class B Common Stock	7,875,000	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	10/27/2028	Class B Common Stock	11,250,000	⁽⁶⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁹⁾	Class B Common Stock	14,480,169	⁽⁶⁾	D
Restricted Stock Units	⁽¹⁰⁾	⁽⁹⁾	Class B Common Stock	14,480,169	⁽⁶⁾	D

Explanation of Responses:

1. Each share of Class B Common Stock is convertible into one share of the lssuer's Class A Common Stock at any time, at the election of the holder or automatically upon certain transfers, whether or not for value, or upon the occurrence of certain events or conditions described in the Issuer's Amended and Restated Certificate of Incorporation.

2. These shares are held by the Dylan Field 2024 Annuity Trust, of which the Reporting Person is trustee.

3. These shares are held by the Field 2021 Descendants Trust, of which Bryn Mawr Trust Company of Delaware serves as trustee and may be replaced at the discretion of the Reporting Person.

4. These shares are held of record by LLL Investments LLC which is associated with the Reporting Person.

5. The award was granted subject to a performance-based vesting condition that will be satisfied in connection with the Issuer's initial public offering ("IPO"), as well as a service-based vesting schedule. The original award, representing 11,250,000 restricted stock units ("RSUs"), vested as to 10% of the total award on July 1, 2022, 20% of the total award on July 1, 2023, 30% of the total award on July 1, 2024, and 40% of the total award on July 1, 2025, subject to the Reporting Person's continued service to the Issuer on each vesting date. In May 2024, the Board of Directors modified the award to remove the performance-based vesting condition with respect to 3,375,000 RSUs for which the service-based vesting condition had been met as of the modification date, resulting in the settlement of such RSUs into shares of Class B common stock.

6. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement.

7. The award was granted subject to a performance-based vesting condition that will be satisfied in connection with the Issuer's IPO, as well as service-based and market-based vesting conditions, with the market-based vesting condition comprised of three tranches representing 1,875,000, 3,750,000 and 5,625,000 of the underlying shares of the Issuer's Class B Common Stock, respectively, that are eligible to vest based on the achievement of certain public market capitalization targets. The performance period for each tranche begins on the first trading day following the date of the Issuer's IPO and ends on the earliest to occur of (i) the date on which all shares subject to the award vest, (ii) the date the Reporting Person ceases to satisfy the service-based vesting condition, (iii) the seventh anniversary of the grant date, or (iv) the occurrence of an acquisition of the Issuer prior to the date of the Issuer's IPO.

8. The award vests as to (i) 10% of the total award on the first anniversary of July 1, 2025, (ii) 20% of the total award on each of the second, third, and fourth anniversaries of July 1, 2025, and (iii) 30% of the total award on the fifth anniversary of July 1, 2025, so long as the Reporting Person is in continuous service through each applicable vesting date as the Issuer's Chief Executive Officer or in certain other eligible positions as reasonably determined by the Compensation Committee in its good faith discretion.

9. These RSUs do not expire; they either vest or are cancelled prior to the vesting date.

10. The award is subject to certain service-based and stock price-based vesting conditions, with the stock price-based vesting condition comprised of seven tranches that are eligible to vest based on the achievement of certain specified stock price targets. The performance period for each tranche begins on the Issuer's IPO and ends on the earlier of (i) the tenth anniversary of the Issuer's IPO or (ii) the occurrence of a change in control (as defined in the agreement governing the award). As to any portion of the award that satisfies the stock price-based vesting condition, the service-based vesting condition will be satisfied in seven substantially equal installments on each of the first seven anniversaries of July 1, 2025, so long as the Reporting Person is in continuous service through each applicable vesting date as the Issuer's Chief Executive Officer or in certain other eligible positions as reasonably determined by the Compensation Committee in its good faith discretion.

	/s/ Brendan Mulligan, Attorney-in-Fact	07/30/2025
	** 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 5 (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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