Doma Form 4 Change in insider ownership

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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Foundation Capital VIII, L.P.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Doma Holdings, Inc. [ DOMA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/27/2024		U⁽¹⁾		1,341,357	D	$6.29⁽²⁾	0	D⁽³⁾
Common Stock	09/27/2024		U⁽¹⁾		28,891	D	$6.29⁽²⁾	0	I	By Foundation Capital VIII Principals Fund, L.L.C.⁽⁴⁾
Common Stock	09/27/2024		U⁽¹⁾		420,838	D	$6.29⁽²⁾	0	I	By Foundation Capital Leadership Fund II, 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

Foundation Capital VIII, L.P.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundation Capital VIII Principals Fund, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. VIII, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundation Capital Leadership Fund II, L.P.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Foundation Capital Management Co. LF II, L.L.C.

(Last)

(First)

(Middle)

550 HIGH STREET, 3RD FLOOR

(Street)

PALO ALTO

94301

(City)

(State)

(Zip)

Explanation of Responses:

1. On September 27, 2024, RE Closing Buyer Corp. ("Parent") acquired the Issuer pursuant to that 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").

2. 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").

3. These securities are owned by Foundation Capital VIII, L.P. ("FC8"). Foundation Capital Management Co. VIII, L.L.C. ("FCM8") serves as the sole general partner of FC8 and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8, and may be deemed to have indirect beneficial ownership of the shares held by FC8. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

4. These securities are owned by Foundation Capital VIII Principals Fund, L.L.C. ("FC8P"). FCM8 serves as the sole manager of FC8P and, as such, FCM8 possesses voting and dispositive power over the shares held by FC8P, and may be deemed to have indirect beneficial ownership of the shares held by FC8P. FCM8 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

5. These securities are owned by Foundation Capital Leadership Fund II, L.P. ("FCL2"). Foundation Capital Management Co,. LF II, L.L.C. ("FCMLF2") serves as the sole general partner of FCL2 and, as such, FCMLF2 possesses voting and dispositive power over the shares held by FCL2, and may be deemed to have indirect beneficial ownership of the shares held by FCL2. FCMLF2 disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein.

	Foundation Capital VIII, L.P., By: Foundation Capital Management Co. VIII, L.L.C., its General Partner, By: /s/ Charles Moldow, Manager	12/09/2024
	Foundation Capital VIII Principals Fund, L.L.C., By: Foundation Capital Management Co. VIII, L.L.C., its Manager, By: /s/ Charles Moldow, Manager	12/09/2024
	Foundation Capital Management Co. VIII, L.L.C., By: /s/ Charles Moldow, Manager	12/09/2024
	Foundation Capital Leadership Fund II, L.P., By: Foundation Capital Management Co. LF II, L.L.C., its General Partner, By: /s/ Charles Moldow, Manager	12/09/2024
	Foundation Capital Management Co. LF II, L.L.C., By: /s/ Charles Moldow, Manager	12/09/2024
	** 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.

Doma (DOMA) Form 4Change in insider ownership