DOCS Doximity Inc

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Spain Kevin (Last) (First) (Middle) C/O EMERGENCE CAPITAL 5 PIER, STE. 102 (Street) SAN FRANCISCO CA 94111 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Doximity, Inc. [ DOCS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 08/14/2024
	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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/14/2024		C(1)		1,928,000	A	$0.00(1)	1,928,000	I	By Emergence Capital Partners II, L.P.(2)
Class A Common Stock	08/14/2024		J(1)		1,928,000	D	$0.00(1)	0	I	By Emergence Capital Partners II, L.P.(2)
Class A Common Stock								5,544(3)	D
Class A Common Stock								238,061(4)	I	See footnote(4)
Class A Common Stock								775,000	I	By Emergence Capital Opportunity I, L.P.(5)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(6)	08/14/2024		C(1)			1,928,000	(6)	(6)	Class A Common Stock	1,928,000	$0.00	8,678,728	I	By Emergence Capital Partners II, L.P.(2)

Explanation of Responses:

1. On August 14, 2024, Emergence Capital Partners II, L.P. ("ECP II") converted in the aggregate 1,928,000 shares of the Issuer's Class B Common Stock into 1,928,000 shares of the Issuer's Class A Common Stock. Subsequently on the same date, ECP II distributed in-kind, without consideration, all 1,928,000 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 (325,825 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"). 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.

3. Represents 5,544 shares of Class A Common Stock issued to the Reporting Person upon vesting of restricted stock units, which vested in full on July 26, 2024. The Reporting Person, a member of EEP II, is contractually obligated to transfer and/or remit the proceeds of any sale of shares issued upon vesting of restricted stock units to EEP II. As such, 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.

4. Includes 24,437 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.

5. 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.

6. 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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Kristina Landers, by Power of Attorney from Kevin Spain	08/16/2024
	** 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.

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2024 POWER OF ATTORNEY

 

(a) sign any and all instruments, certificates and documents required to be executed on behalf of the Grantor as an individual (if applicable) or in the Grantor’s capacity as a general partner, manager, member, managing member or authorized signatory, as the case may be, on behalf of any of the following (i) Emergence Partners, (ii) any of the funds or accounts managed, advised or sponsored by Emergence Partners (the “Emergence Funds”) and (iii) any of the entities formed to act as the direct or indirect general partner, manager, managing member or equivalent of such funds or accounts (the “Emergence General Partners”, together with Emergence Partners and the Emergence Funds collectively, the “Emergence Entities”), in each case, pursuant to the Securities Act of 1933, as amended, (the “Securities Act”), and any and all rules and regulations promulgated thereunder (including, without limitation, filings pursuant to Rule 144 (Form 144)) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all rules and regulations promulgated thereunder (including, without limitation, filings pursuant to Section 16 (Forms 3, 4 and 5) and Section 13 (Schedule 13D, Schedule 13G, Form 13F and Form 13H) of the Exchange Act); and

(b) file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Securities Act, the Exchange Act or by the Financial Industry Regulatory Authority, granting unto such Attorney-In-Fact full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as the Grantor might or could do in person thereby, and ratifying and confirming all that such Attorney-In-Fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof, or may have done in connection with the matters described above.

By this power of attorney, each Grantor hereby revokes all previous powers of attorney granted by him, her or it to any Attorney-In-Fact or any other employee, representative or agent of Emergence Partners relating to the matters described above.

 

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For purposes of the foregoing, “Termination Date” means (i) with respect to any Grantor or Attorney-In- Fact that is a member or manager of any Emergence General Partner, the date on which such Grantor becomes a “retired member” of any Emergence General Partner or, if later, the date on which his, her or its employment with Emergence Partners terminates for any reason and (ii) with respect to any other Grantor or Attorney-In-Fact, the date on which his, her or its employment with Emergence Partners terminates for any reason.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the respective dates set forth below.

 

 

Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS II, L.P.
	By: Emergence Equity Partners II, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Managing Director
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS II, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Managing Director
Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS III, L.P.
	By: Emergence Equity Partners III, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EZP OPPORTUNITY, L.P.
	By: Emergence Equity Partners III, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS III, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager

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Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS IV, L.P.
	By: Emergence Equity Partners IV, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS IV, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS V, L.P.
	By: Emergence Equity Partners V, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS V, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS VI, L.P.
	By: Emergence Equity Partners VI, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager

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Dated: May 23, 2024	EMERGENCE CAPITAL OPPORTUNITY I, L.P.
	By: Emergence Equity Partners VI, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS VI, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE GP PARTNERS, LLC
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY MANAGEMENT, INC.
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: President
Dated: May 23, 2024	Gordon Ritter
	By: /s/ Gordon Ritter
Dated: May 23, 2024	Santiago Subotovsky
	By: /s/ Santiago Subotovsky
Dated: May 23, 2024	Kevin Spain
	By: /s/ Kevin Spain
Dated: May 23, 2024	Joseph Floyd
	By: /s/ Joseph Floyd
Dated: May 23, 2024	Jacob Saper
	By: /s/ Jacob Saper

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Schedule A

 

 

 

Kristy Landers

Julie Bell

 

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2024 POWER OF ATTORNEY

 

(a) sign any and all instruments, certificates and documents required to be executed on behalf of the Grantor as an individual (if applicable) or in the Grantor’s capacity as a general partner, manager, member, managing member or authorized signatory, as the case may be, on behalf of any of the following (i) Emergence Partners, (ii) any of the funds or accounts managed, advised or sponsored by Emergence Partners (the “Emergence Funds”) and (iii) any of the entities formed to act as the direct or indirect general partner, manager, managing member or equivalent of such funds or accounts (the “Emergence General Partners”, together with Emergence Partners and the Emergence Funds collectively, the “Emergence Entities”), in each case, pursuant to the Securities Act of 1933, as amended, (the “Securities Act”), and any and all rules and regulations promulgated thereunder (including, without limitation, filings pursuant to Rule 144 (Form 144)) or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all rules and regulations promulgated thereunder (including, without limitation, filings pursuant to Section 16 (Forms 3, 4 and 5) and Section 13 (Schedule 13D, Schedule 13G, Form 13F and Form 13H) of the Exchange Act); and

(b) file the same, with all exhibits thereto, and any other documents in connection therewith, with the Securities and Exchange Commission, and with any other entity when and if such is mandated by the Securities Act, the Exchange Act or by the Financial Industry Regulatory Authority, granting unto such Attorney-In-Fact full power and authority to do and perform each and every act and thing requisite and necessary fully to all intents and purposes as the Grantor might or could do in person thereby, and ratifying and confirming all that such Attorney-In-Fact, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof, or may have done in connection with the matters described above.

By this power of attorney, each Grantor hereby revokes all previous powers of attorney granted by him, her or it to any Attorney-In-Fact or any other employee, representative or agent of Emergence Partners relating to the matters described above.

 

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For purposes of the foregoing, “Termination Date” means (i) with respect to any Grantor or Attorney-In- Fact that is a member or manager of any Emergence General Partner, the date on which such Grantor becomes a “retired member” of any Emergence General Partner or, if later, the date on which his, her or its employment with Emergence Partners terminates for any reason and (ii) with respect to any other Grantor or Attorney-In-Fact, the date on which his, her or its employment with Emergence Partners terminates for any reason.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF, this Power of Attorney has been signed as of the respective dates set forth below.

 

 

Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS II, L.P.
	By: Emergence Equity Partners II, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Managing Director
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS II, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Managing Director
Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS III, L.P.
	By: Emergence Equity Partners III, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EZP OPPORTUNITY, L.P.
	By: Emergence Equity Partners III, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS III, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager

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Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS IV, L.P.
	By: Emergence Equity Partners IV, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS IV, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS V, L.P.
	By: Emergence Equity Partners V, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS V, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE CAPITAL PARTNERS VI, L.P.
	By: Emergence Equity Partners VI, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager

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Dated: May 23, 2024	EMERGENCE CAPITAL OPPORTUNITY I, L.P.
	By: Emergence Equity Partners VI, L.P., its sole general partner
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY PARTNERS VI, L.P.
	By: Emergence GP Partners, LLC, its sole general partner
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE GP PARTNERS, LLC
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: Manager
Dated: May 23, 2024	EMERGENCE EQUITY MANAGEMENT, INC.
	By: /s/ Gordon Ritter
	Name: Gordon Ritter
	Title: President
Dated: May 23, 2024	Gordon Ritter
	By: /s/ Gordon Ritter
Dated: May 23, 2024	Santiago Subotovsky
	By: /s/ Santiago Subotovsky
Dated: May 23, 2024	Kevin Spain
	By: /s/ Kevin Spain
Dated: May 23, 2024	Joseph Floyd
	By: /s/ Joseph Floyd
Dated: May 23, 2024	Jacob Saper
	By: /s/ Jacob Saper

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Schedule A

 

 

 

Kristy Landers

Julie Bell

 

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