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

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* THC Shared Abacus, LP (Last) (First) (Middle) 599 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/04/2021	3. Issuer Name and Ticker or Trading Symbol Honest Company, Inc. [ HNST ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
Common Stock	20,913,138	D(1)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(2)	(2)	Common Stock	1,934,226	0.5288	D(1)
Series A-1 Preferred Stock	(3)	(3)	Common Stock	3,239,594	1.8176	D(1)
Series F Preferred Stock	(4)	(4)	Common Stock	5,100,790	9.8024	D(1)

1. Name and Address of Reporting Person* THC Shared Abacus, LP (Last) (First) (Middle) 599 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)

1. Name and Address of Reporting Person* Chu James Michael (Last) (First) (Middle) 599 WEST PUTNAM AVENUE (Street) GREENWICH CT 06830 (City) (State) (Zip)

Explanation of Responses:

1. Shares are held by THC Shared Abacus, LP. C8 Management, L.L.C. is the general partner of THC Shared Abacus, LP, and the management of C8 Management, L.L.C. is controlled by a managing board. J. Michael Chu and Scott A. Dahnke are the members of the managing board of C8 Management, L.L.C. and as such could be deemed to share voting control and investment power over shares that may be deemed to be beneficially owned by the entities affiliated with Catterton Management Company, L.L.C., but each disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Scott Dahnke is also a director of the Issuer and is making a separate Form 3 filing. The address of the entities and individuals mentioned in this footnote is 599 West Putnam Avenue, Greenwich, CT 06830.

2. The shares of Series A Preferred Stock are convertible into shares of Common Stock at any time at the holder's election, and automatically immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis, and have no expiration date.

3. The shares of Series A-1 Preferred Stock are convertible into shares of Common Stock at any time at the holder's election, and automatically immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis, and have no expiration date.

4. The shares of Series F Preferred Stock are convertible into shares of Common Stock at any time at the holder's election, and automatically immediately prior to the closing of the Issuer's initial public offering on a 1-for-1 basis, and have no expiration date.

	THC SHARED ABACUS, LP By: C8 Management, L.L.C., its General Partner /s/ J. Michael Chu By: J. Michael Chu Title: Authorized Person	05/04/2021
	/s/ J. Michael Chu	05/04/2021
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.