Matthew E. Zames - Sep 27, 2024 Form 4 Insider Report for Doma Holdings, Inc. (DOMA)

Role: Director
Signature: /s/ Christian Ameri, as Attorney-in-Fact for Matthew E. Zames
Stock symbol: DOMA
Transactions as of: Sep 27, 2024
Transactions value $: -$226,094
Form type: 4
Date filed: 9/27/2024, 04:34 PM
Previous filing: Jun 12, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Date	Ownership	Footnotes
transaction	DOMA	Common Stock	Disposed to Issuer	-$36.7K	-5.83K	-100%	$6.29	Sep 27, 2024	Direct	F1, F2
transaction	DOMA	Common Stock	Disposed to Issuer	-$94.7K	-15.1K	-100%	$6.29	Sep 27, 2024	By Matthew E. Zames Family, LLC	F1, F2
transaction	DOMA	Common Stock	Disposed to Issuer	-$94.7K	-15.1K	-100%	$6.29	Sep 27, 2024	By Jill E. Zames Family, LLC	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Matthew E. Zames is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	On September 27, 2024, RE Closing Buyer Corp. ("Parent") acquired the Issuer pursuant to certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 28, 2024, by and among the Issuer, Parent, and RE Closing Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
F2	As of the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of the Issuer's common stock outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $6.29 in cash (the "Merger Consideration"). In addition, each restricted stock unit of the Issuer that was outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, less applicable tax withholdings, equal to the product of (i) the aggregate number of shares subject to such restricted stock units and (ii) the Merger Consideration.

Content

On September 27, 2024, RE Closing Buyer Corp. ("Parent") acquired the Issuer pursuant to certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 28, 2024, by and among the Issuer, Parent, and RE Closing Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

As of the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of the Issuer's common stock outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $6.29 in cash (the "Merger Consideration"). In addition, each restricted stock unit of the Issuer that was outstanding immediately prior to the Effective Time, whether vested or unvested, was automatically cancelled and terminated as of immediately prior to the Effective Time and converted into the right to receive an amount in cash, less applicable tax withholdings, equal to the product of (i) the aggregate number of shares subject to such restricted stock units and (ii) the Merger Consideration.