Statement of Changes in Beneficial Ownership (4)
February 23 2023 - 3:51PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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EMERGENCE CAPITAL PARTNERS II LP |
2. Issuer Name and Ticker or Trading Symbol
Doximity, Inc.
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DOCS
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O EMERGENCE CAPITAL, 5 PIER, STE. 102 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/21/2023 |
(Street)
SAN FRANCISCO, CA 94111
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock | 2/21/2023 | | C(1) | | 1446000 | A | $0.00 (1) | 1446000 | I | By Emergence Capital Partners II, L.P. (2) |
Class A Common Stock | 2/21/2023 | | J(1) | | 1446000 | D | $0.00 (1) | 0 | I | By Emergence Capital Partners II, L.P. (2) |
Class A Common Stock | | | | | | | | 775000 | I | By Emergence Capital Opportunity I, L.P. (3) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Class B Common Stock | (4) | 2/21/2023 | | C (1) | | | 1446000 | (4) | (4) | Class A Common Stock | 1446000 | $0.00 | 18800728 | I | By Emergence Capital Partners II, L.P. (2) |
Explanation of Responses: |
(1) | On February 21, 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 (310,499 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. |
(2) | 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"). 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. |
(3) | 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. 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. |
(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, 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
EMERGENCE CAPITAL PARTNERS II LP C/O EMERGENCE CAPITAL 5 PIER, STE. 102 SAN FRANCISCO, CA 94111 |
| X |
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EMERGENCE EQUITY PARTNERS II, L.P. C/O EMERGENCE CAPITAL 5 PIER, STE. 102 SAN FRANCISCO, CA 94111 |
| X |
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EMERGENCE GP PARTNERS, LLC C/O EMERGENCE CAPITAL 5 PIER, STE. 102 SAN FRANCISCO, CA 94111 |
| X |
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Signatures
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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/ David Singer, Attorney-in-Fact | | 2/23/2023 |
**Signature of Reporting Person | Date |
EMERGENCE EQUITY PARTNERS II, L.P. By: Emergence GP Partners, LLC, its General Partner By: /s/ David Singer, Attorney-in-Fact | | 2/23/2023 |
**Signature of Reporting Person | Date |
EMERGENCE GP PARTNERS, LLC By: /s/ David Singer, Attorney-in-Fact | | 2/23/2023 |
**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 control number. |
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