| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Doximity, Inc. [ DOCS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/28/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock | 06/28/2021 | P | 775,000 | A | $26(1) | 775,000 | I | By Emergence Capital Opportunity I, L.P.(2) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series A Preferred Stock | (3) | 06/28/2021 | C | 13,296,504 | (3) | (3) | Class B Common Stock(4) | 13,296,504 | $0 | 0 | I | By Emergence Capital Partners II, L.P.(5) | |||
| Series B Preferred Stock | (3) | 06/28/2021 | C | 5,412,972 | (3) | (3) | Class B Common Stock(4) | 5,412,972 | $0 | 0 | I | By Emergence Capital Partners II, L.P.(5) | |||
| Series C Preferred Stock | (3) | 06/28/2021 | C | 4,756,302 | (3) | (3) | Class B Common Stock(4) | 4,756,302 | $0 | 0 | I | By Emergence Capital Partners II, L.P.(5) | |||
| Class B Common Stock | (4) | 06/28/2021 | C(3) | 23,465,778 | (4) | (4) | Class A Common Stock | 23,465,778 | $0 | 24,102,728 | I | By Emergence Capital Partners II, L.P.(5) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. Reflects shares of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), Emergence Capital Opportunity I, L.P. ("ECO I") purchased in the Issuer's initial public offering ("IPO") at the IPO price of $26.00 per share. |
| 2. These shares are held directly by ECO I. The sole general partner of ECO I is Emergence Equity Partners VI, L.P. ("EEP VI"), and the sole general partner of EEP VI is Emergence GP Partners, LLC ("EGP"). Each of EEP VI and EGP disclaims Section 16 beneficial ownership of the shares held by ECO I, except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 or any other purpose. |
| 3. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") automatically converted into one share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), on a one-for-one basis, immediately prior to the closing of the IPO. The shares of Preferred Stock have no expiration date. |
| 4. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. Each share of Class B Common Stock held by the Reporting Person will automatically convert into one share of Class A Common Stock, upon the following: (1) the sale or transfer of such share of Class B Common Stock, except for certain permitted transfers described in the Issuer's amended and restated certificate of incorporation; (2) the death or incapacity of the Reporting Person; and (3) on the final conversion date, defined as the earlier of (a) the tenth anniversary of the effectiveness of the registration statement in connection with the IPO; or (b) the date specified by a vote of the holders of at least 66 2/3% of the outstanding shares of Class B Common Stock, voting as a single class. |
| 5. These shares are held directly by Emergence Capital Partners II, L.P. ("ECP II"). The sole general partner of ECP II is Emergence Equity Partners II, L.P. ("EEP II"), and the sole general partner of EEP II is EGP. Each of EEP II and EGP disclaims Section 16 beneficial ownership of the shares held by ECP II, except to the extent, if any, of its pecuniary interest therein, and this report shall not be deemed an admission that it is the beneficial owner of such shares for Section 16 or any other purpose. |
| Remarks: |
| EMERGENCE CAPITAL PARTNERS II, L.P. By: Emergence Equity Partners II, L.P., its General Partner By: Emergence GP Partners, LLC, its General Partner By: /s/ Kevin Spain, Manager | 06/28/2021 | |
| EMERGENCE CAPITAL OPPORTUNITY I, L.P. By: Emergence Equity Partners VI, L.P., its General Partner By: Emergence GP Partners, LLC, its General Partner By: /s/ Kevin Spain, Manager | 06/28/2021 | |
| EMERGENCE EQUITY PARTNERS II, L.P. By: Emergence GP Partners, LLC, its General Partner By: /s/ Kevin Spain, Manager | 06/28/2021 | |
| EMERGENCE EQUITY PARTNERS VI, L.P. By: Emergence GP Partners, LLC, its General Partner By: /s/ Kevin Spain, Manager | 06/28/2021 | |
| EMERGENCE GP PARTNERS, LLC By: /s/ Kevin Spain, Manager | 06/28/2021 | |
| ** 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. | ||