Washington, D.C. 20549


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 Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Pramanik Avik

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Honest Company, Inc. [ HNST ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
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)
Code V Amount (A) or (D) Price
Common Stock 01/01/2023 A(1) 21,638(2) A $2.89(2) 90,437(3) D(4)(5)
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
Explanation of Responses:
1. Pursuant to the Issuer's Non-Employee Director Compensation Policy, directors may elect to receive an award of restricted stock units (RSUs) in lieu of an annual cash retainer for their service on the board. In accordance with the reporting person's election, the reporting person was issued the RSUs for the fiscal year 2023. The RSUs vest in four installments: 5,409 RSUs on March 31, 2023, 5,410 RSUs on June 30, 2023, 5,409 RSUs on September 30, 2023 and 5,410 RSUs on December 31, 2023 and are payable in an equivalent number of shares of the Issuer's Common Stock.
2. The number of shares of RSUs is equal to $62,500 divided by $2.89, the average of the closing price of the Issuer's common stock on the Nasdaq Global Select Market for the 30 days prior to the date of grant.
3. Includes 70,253 RSUs which are payable in an equivalent number of shares of the Issuer's common stock.
4. Avik Pramanik has entered into a Nominee and Indemnity Agreement, pursuant to which he has agreed that all equity awards granted to him for his service as director of the Issuer are held, effective from the date of grant, for the benefit of L Catterton VIII, L.P and L Catterton VIII Offshore, L.P. (together, "L Catterton VIII"). L Catterton VIII, together with Catterton Managing Partner VIII, L.L.C, as the general partner of L Catterton VIII, and C8 Management, L.L.C, as the managing member of Catterton Managing Partner VIII, L.L.C. (each of the foregoing, the "Catterton Entities"), may be deemed to have shared beneficial ownership of the equity awards granted to and held by the reporting person. Solely for purposes of Section 16 of the Securities and Exchange Act of 1934, the L Catterton Entities and THC Shared Abacus, LP may be deemed directors by deputization with respect to the Issuer.
5. The reporting person disclaims beneficial ownership of, and all right, title and interest in, the reported securities.
/s/ Brendan Sheehey, Attorney-in-Fact 01/04/2023
** 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).
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.