0000950170-23-064593.txt : 20231116 0000950170-23-064593.hdr.sgml : 20231116 20231116180026 ACCESSION NUMBER: 0000950170-23-064593 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231114 FILED AS OF DATE: 20231116 DATE AS OF CHANGE: 20231116 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Spain Kevin CENTRAL INDEX KEY: 0001586891 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40508 FILM NUMBER: 231415824 MAIL ADDRESS: STREET 1: C/O EMERGENCE CAPITAL STREET 2: 160 BOVET ROAD, STE. 300 CITY: SAN MATEO STATE: CA ZIP: 94402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Doximity, Inc. CENTRAL INDEX KEY: 0001516513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 272485512 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 500 THIRD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (650) 549-4330 MAIL ADDRESS: STREET 1: 500 THIRD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 4 1 ownership.xml 4 X0508 4 2023-11-14 0001516513 Doximity, Inc. DOCS 0001586891 Spain Kevin C/O EMERGENCE CAPITAL 5 PIER, STE. 102 SAN FRANCISCO CA 94111 true false false false false Class A Common Stock 2023-11-14 4 C false 1446000 0.00 A 1446000 I By Emergence Capital Partners II, L.P. Class A Common Stock 2023-11-14 4 J false 1446000 0.00 D 0 I By Emergence Capital Partners II, L.P. Class A Common Stock 10258 D Class A Common Stock 150558 I See footnote Class A Common Stock 775000 I By Emergence Capital Opportunity I, L.P. Class B Common Stock 2023-11-14 4 C false 1446000 0.00 D Class A Common Stock 1446000 14462728 I By Emergence Capital Partners II, L.P. On November 14, 2023, Emergence Capital Partners II, L.P. ("ECP II") converted in the aggregate 1,446,000 shares of the Issuer's Class B Common Stock into 1,446,000 shares of the Issuer's Class A Common Stock. Subsequently on the same date, ECP II distributed in-kind, without consideration, all 1,446,000 shares of Class A Common Stock pro-rata to its partners, including its limited partners and its general partner, Emergence Equity Partners II, L.P. ("EEP II"), in accordance with the exemptions under Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. Upon receipt by EEP II of its pro rata interest of the distribution (309,440 shares of Class A Common Stock), EEP II distributed in-kind, without consideration, all such shares pro-rata to its limited partners in accordance with the exemptions under Rule 16a-9 and Rule 16a-13 of the Securities Exchange Act of 1934, as amended. These shares are held directly by ECP II. The sole general partner of ECP II is EEP II, and the sole general partner of EEP II is Emergence GP Partners, LLC ("EGP"). The Reporting Person is a member of EEP II. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by ECP II, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose. Includes 5,544 restricted stock units granted on July 26, 2023 pursuant to the Issuer's non-employee director compensation policy, which vest in full on the earlier of the first anniversary of the grant date and the Issuer's next annual meeting of stockholders, subject to the Reporting Person's continued service as a director through the applicable vesting date. Includes 23,208 shares received pursuant to the distribution-in-kind, as described in footnote (1) and also includes shares received in prior distributions-in-kind, and are held by The Spain-Goralnik Family Trust 12/7/12. The Reporting Person disclaims Section 16 beneficial ownership of such shares, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose. These shares are held directly by Emergence Capital Opportunity I, L.P. ("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 EGP. The Reporting Person is a member of EEP VI. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by ECO I, except to the extent, if any, of his pecuniary interest therein, and this report shall not be deemed an admission that he is the beneficial owner of such shares for Section 16 or any other purpose. 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, and has no expiration. Each share of Class B Common Stock 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 holder; 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. /s/ David Singer, Attorney-in-Fact 2023-11-16