SEC FORM 4

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).

1. Name and Address of Reporting Person^*

SAUNDERS BRENT L

(Last)

(First)

(Middle)

C/O THE BEAUTY HEALTH COMPANY

2165 SPRING STREET

(Street)

LONG BEACH

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)

X	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
05/14/2021

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)
Class A Common Stock	05/14/2021		J⁽¹⁾		11,500,000	D	$0	0	I⁽¹⁾	By BLS
Class A Common Stock								1,681,771	I⁽²⁾	By Triplet
Class A Common Stock								1,121,180	I⁽³⁾	By Trust
Class A Common Stock								5,533,534	D

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)
Warrant (right to buy)	$11.5	05/14/2021		J⁽¹⁾			9,333,333	⁽⁴⁾	⁽⁴⁾	Class A Common Stock	9,333,333	$0	0	I⁽¹⁾	By BLS
Warrant (right to buy)	$11.5							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	1,000,000		1,000,000	I⁽²⁾	By Triplet
Warrant (right to buy)	$11.5							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	666,667		666,667	I⁽³⁾	By Trust
Warrant (right to buy)	$11.5							⁽⁴⁾	⁽⁴⁾	Class A Common Stock	3,166,666		3,166,666	D

Explanation of Responses:

1. Represents a distribution for no consideration by BLS Investor Group LLC ("BLS") to its members in accordance with their respective interests. The reporting person is the managing member of BLS and may be deemed to beneficially own the shares held by BLS, but disclaims beneficial ownership of such securities except to any pecuniary interest he may have therein.

2. Represents securities held by Triplet Enterprises III, LLC ("Triplet") after the BLS Distribution. The reporting person is the managing member of Triplet and may be deemed to beneficially own the securities held by Triplet, but disclaims beneficial ownership of such securities except to any pecuniary interest he may have therein.

3. Represents securities held by the Saunders Family Trust ("Trust") after the BLS Distribution. The reporting person has voting and dispositive control over these securities and thus the reporting person may be deemed to beneficially own the securities held by Trust, but disclaims beneficial ownership of such securities except to any pecuniary interest he may have therein.

4. The warrants are exercisable by the holder into shares of Class A Common Stock on a one-for-one basis commencing on 10/2/2021, and expire on 5/4/26 or earlier redemption or liquidation.

Remarks:

	/s/ Brenton L. Saunders	05/18/2021
	** 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 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.

SEC Form 4 filed by SAUNDERS BRENT L