Jeffrey Tangney - Jun 23, 2021 Form 3 Insider Report for Doximity, Inc. (DOCS)

Signature
/s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Jeffrey Tangney
Stock symbol
DOCS
Transactions as of
Jun 23, 2021
Transactions value $
$0
Form type
3
Date filed
6/23/2021, 08:33 PM
Previous filing
Jun 28, 2021
Next filing
Nov 30, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding DOCS Class B Common Stock Jun 23, 2021 Class A Common Stock 6.42M $0.00 Direct F1, F2
holding DOCS Class B Common Stock Jun 23, 2021 Class A Common Stock 20M $0.00 By Tangney Annuity Trust, LLC F1, F3
holding DOCS Class B Common Stock Jun 23, 2021 Class A Common Stock 22.8M $0.00 By Tangney Schweikert Family Trust F1, F4
holding DOCS Series A Preferred Stock Jun 23, 2021 Class B Common Stock 1.04M $0.00 By Tangney Schweikert Family Trust F1, F4, F5
holding DOCS Series B Preferred Stock Jun 23, 2021 Class B Common Stock 77.1K $0.00 By Tangney Schweikert Family Trust F1, F4, F5
holding DOCS Series C Preferred Stock Jun 23, 2021 Class B Common Stock 551K $0.00 By Tangney Schweikert Family Trust F1, F4, F5
holding DOCS Stock Option (Right to Buy) Jun 23, 2021 Class B Common Stock 846K $0.97 Direct F1, F6, F7
holding DOCS Stock Option (Right to Buy) Jun 23, 2021 Class B Common Stock 1.79M $0.97 Direct F1, F7, F8
holding DOCS Stock Option (Right to Buy) Jun 23, 2021 Class B Common Stock 8.33K $0.60 Direct F1, F7, F9
holding DOCS Stock Option (Right to Buy) Jun 23, 2021 Class B Common Stock 100K $0.60 Direct F1, F7, F10
holding DOCS Stock Option (Right to Buy) Jun 23, 2021 Class B Common Stock 3.75M $8.26 Direct F1, F7, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class B Common Stock, par value $0.001 per share (the "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 Issuer's initial public offering ("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.
F2 These shares are owned directly by Jeffrey Tangney.
F3 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. Mr. Tangney is an officer, director and ten percent owner of the Issuer.
F4 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.
F5 Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") shall automatically convert 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.
F6 The stock option vests in 48 equal monthly installments after March 11, 2018, subject to Mr. Tangney's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on March 29, 2018.
F7 The stock option was granted to Mr. Tangney.
F8 The stock option vests in full if, prior to September 30, 2022, either (i) the Issuer completes a qualified IPO and the average daily closing price of the Issuer's Class A Common Stock during the three-month period commencing on the first date of the fourth calendar month following the expiration of the post-IPO lock-up period exceeds $9.66 per share; or (ii) the Issuer completes a liquidation event where the value of the Issuer's Common Stock in such transaction equals or exceeds $9.66 per share. The stock price target of $9.66 per share was based on an increase of ten times the price of the Issuer's Common Stock at the time the stock option was granted on March 29, 2018, after giving effect to a 2-for-1 forward stock split effected by the Issuer on June 8, 2021.
F9 The stock option vested subject to a time-based and performance-based vesting schedule. The stock option vested in 12 equal monthly installments after March 27, 2020 and became exercisable upon the date that the Issuer's Board of Directors (the "Board") determined that the company-wide performance goals established for calendar year 2019 were achieved. The stock option was granted on June 21, 2016.
F10 The stock option vests subject to a time-based and performance-based vesting schedule. The stock option vests in 12 equal monthly installments following the date that the Board determined Mr. Tangney met certain goals related to revenue, corporate governance, IPO readiness and member engagement; the Board determined such date to be March 31, 2021, subject to Mr. Tangney's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on June 21, 2016.
F11 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.

Remarks:

Exhibit 24 - Power of Attorney