Maxwell Simkoff - Sep 27, 2024 Form 4 Insider Report for Doma Holdings, Inc. (DOMA)

Role
Chief Executive Officer, Director, 10%+ Owner
Signature
/s/ Christian Ameri, as Attorney-in-Fact for Maxwell Simkoff
Stock symbol
DOMA
Transactions as of
Sep 27, 2024
Transactions value $
-$12,348,402
Form type
4
Date filed
9/27/2024, 04:54 PM
Previous filing
Sep 3, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction DOMA Common Stock Disposed to Issuer -$663K -105K -36.59% $6.29 183K Sep 27, 2024 Direct F1, F2
transaction DOMA Common Stock Disposed to Issuer $0 -85.2K -46.64% $0.00 97.4K Sep 27, 2024 Direct F1, F3
transaction DOMA Common Stock Disposed to Issuer $0 -97.4K -100% $0.00 0 Sep 27, 2024 Direct F1, F4
transaction DOMA Common Stock Disposed to Issuer -$11.7M -1.86M -100% $6.29 0 Sep 27, 2024 The Saslaw-Simkoff Revocable Trust F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Maxwell Simkoff 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").
F3 Pursuant to an agreement between the Reporting Person and the Issuer, as of immediately prior to the Effective Time, the Reporting Person forfeited all unvested restricted stock units of the Issuer that were outstanding immediately prior to the Effective Time for no consideration.
F4 Represents performance restricted stock units that were cancelled immediately prior to the Effective Time pursuant to the Merger Agreement for failing to meet the applicable performance goals.