Sec Form 4 Filing - Tangney Jeffrey @ Doximity, Inc. - 2021-02-16

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Tangney Jeffrey
2. Issuer Name and Ticker or Trading Symbol
Doximity, Inc. [ DOCS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
DOXIMITY, INC., 500 THIRD STREET
3. Date of Earliest Transaction (MM/DD/YY)
02/16/2021
(Street)
SAN FRANCISCO, CA94107
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Stock Option (Right to Buy) $ 8.26 02/16/2021( 1 ) A 3,750,000 ( 2 ) 02/15/2031 Class B Common Stock ( 3 ) 3,750,000 $ 0 3,750,000 D ( 4 )
Class B Common Stock ( 3 ) 04/21/2021( 1 ) G V 20,000,000 ( 3 ) ( 3 ) Class A Common Stock 20,000,000 $ 0 22,792,612 I By Tangney Schweikert Family Trust ( 5 )
Class B Common Stock ( 3 ) 04/21/2021( 1 ) G V 20,000,000 ( 3 ) ( 3 ) Class A Common Stock 20,000,000 $ 0 20,000,000 I By Tangney Annuity Trust, LLC ( 6 )
Series A Preferred Stock ( 7 ) 06/28/2021 C 1,042,700 ( 7 ) ( 7 ) Class B Common Stock ( 3 ) 1,042,700 $ 0 0 I By Tangney Schweikert Family Trust ( 5 )
Series B Preferred Stock ( 7 ) 06/28/2021 C 77,054 ( 7 ) ( 7 ) Class B Common Stock ( 3 ) 77,054 $ 0 0 I By Tangney Schweikert Family Trust ( 5 )
Series C Preferred Stock ( 7 ) 06/28/2021 C 550,964 ( 7 ) ( 7 ) Class B Common Stock ( 3 ) 550,964 $ 0 0 I By Tangney Schweikert Family Trust ( 5 )
Class B Common Stock ( 3 ) 06/28/2021 C( 7 ) 1,670,718 ( 3 ) ( 3 ) Class A Common Stock 1,670,718 $ 0 24,463,330 I By Tangney Schweikert Family Trust ( 5 )
Class B Common Stock ( 3 ) ( 3 ) ( 3 ) Class A Common Stock 6,421,666 6,421,666 D ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tangney Jeffrey
DOXIMITY, INC.
500 THIRD STREET
SAN FRANCISCO, CA94107
X X Chief Executive Officer
Tangney Annuity Trust, LLC
C/O DOXIMITY, INC.
500 THIRD STREET
SAN FRANCISCO, CA94107
X
Tangney Schweikert Family Trust
C/O DOXIMITY, INC.
500 THIRD STREET
SAN FRANCISCO, CA94107
X
Signatures
/s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Jeffrey Tangney 06/28/2021
Signature of Reporting Person Date
/s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Tangney Annuity Trust, LLC 06/28/2021
Signature of Reporting Person Date
/s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Tangney Schweikert Family Trust 06/28/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction occurred prior to the Issuer's initial public offering ("IPO"), and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3.
( 2 )The stock option vests in 60 equal monthly installments after April 1, 2022, subject to Mr. Tangney's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on February 16, 2021 for shares of the Company's common stock which was subsequently reclassified as Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), and subject to a two-for-one forward stock split.
( 3 )Each share of Class B Common Stock is convertible into one share of Class A Common Stock, par value $0.001 per share (the "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 S tock, voting as a single class.
( 4 )These shares are owned directly by Jeffrey Tangney.
( 5 )These shares are owned directly by the Tangney Schweikert Family Trust, a ten percent owner of the Issuer, and indirectly by Mr. Tangney as trustee of such trust. Mr. Tangney is an officer, director and ten percent owner of the Issuer.
( 6 )These shares are owned directly by Tangney Annuity Trust, LLC, a ten percent owner of the Issuer, and indirectly by Mr. Tangney as trustee of such trust.
( 7 )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 on a one-for-one basis, immediately prior to the closing of the IPO. The shares of Preferred Stock have no expiration 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).

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