ThZeal - The Zeal

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

5. 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

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/30/2025⁽²⁾		A		14,480,169		⁽³⁾	⁽⁴⁾	Class B Common Stock	14,480,169	$0	14,480,169	D
Restricted Stock Units	⁽¹⁾	06/30/2025⁽²⁾		A		14,480,169		⁽⁵⁾	⁽⁴⁾	Class B Common Stock	14,480,169	$0	14,480,169	D
Stock Option (Right to Buy)	$23.193	06/30/2025⁽⁶⁾		M			811,896	⁽⁷⁾	⁽⁸⁾	Class B Common Stock	811,896	$0	0	D
Class B Common Stock	⁽⁹⁾	06/30/2025⁽¹⁰⁾		M		811,896		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	811,896	$23.193	32,337,816	D
Restricted Stock Units	⁽¹⁾	07/30/2025		M			7,875,000	⁽¹¹⁾	10/27/2028	Class B Common Stock	7,875,000	$0	0	D
Class B Common Stock	⁽⁹⁾	07/30/2025		M		7,875,000		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	7,875,000	$0	40,212,816	D
Class B Common Stock	⁽⁹⁾	07/30/2025		F⁽¹²⁾			3,998,925	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	3,998,925	$33	36,213,891	D
Class B Common Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,135,325		1,135,325	I	By Trust⁽¹³⁾
Class B Common Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	1,122,908		1,122,908	I	By Trust⁽¹⁴⁾
Class B Common Stock	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Class A Common Stock	15,754,517		15,754,517	I	See footnote⁽¹⁵⁾

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement

2. This RSU represents an equity security previously reported on the Reporting Person's Form 3, which was acquired through an exempt transaction with the Issuer. The grant of this RSU occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Exchange Act in connection with the Issuer's initial public offering ("IPO"), and the transaction is reported herein pursuant to Rule 16a-2(a).

3. 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.

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

5. 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.

6. The stock option exercise occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Exchange Act in connection with the Issuer's IPO, and the transaction is reported herein pursuant to Rule 16a-2(a).

7. The options are fully vested.

8. The award will expire upon the earlier of (a) August 21, 2029 and (b) the date that is one year following the Issuer's IPO.

9. 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.

10. The issuance of shares of Class B Common Stock upon the exercise of stock options occurred prior to the Issuer's registration of a class of equity securities under Section 12 of the Exchange Act in connection with the Issuer's IPO, and the transaction is reported herein pursuant to Rule 16a-2(a).

11. The award was granted subject to a performance-based vesting condition that was satisfied in connection with the Issuer's IPO, as well as a service-based vesting schedule. The original award, representing 11,250,000 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.

12. The transaction represents the number of shares of Class B Common Stock withheld by the Issuer to satisfy tax withholding liabilities in connection with the net settlement of RSUs.

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

14. 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.

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

	/s/ Brendan Mulligan, Attorney-in-Fact	08/01/2025
	** Signature of Reporting Person	Date
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