Doma Holdings Inc.

12/09/2024 | Press release | Distributed by Public on 12/09/2024 20:22

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Foundation Capital VIII, L.P.
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)
(Last) (First) (Middle)
550 HIGH STREET, 3RD FLOOR 		3. Date of Earliest Transaction (Month/Day/Year)
09/27/2024
(Street)
PALO ALTO, CA 94301 		4. If Amendment, Date 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
(City) (State) (Zip)
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
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)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Foundation Capital VIII, L.P.
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301 		X
Foundation Capital VIII Principals Fund, L.L.C.
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301 		X
Foundation Capital Management Co. VIII, L.L.C.
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301 		X
Foundation Capital Leadership Fund II, L.P.
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301 		X
Foundation Capital Management Co. LF II, L.L.C.
550 HIGH STREET, 3RD FLOOR
PALO ALTO, CA 94301 		X

Signatures

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
**Signature of Reporting Person Date
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
**Signature of Reporting Person Date
Foundation Capital Management Co. VIII, L.L.C., By: /s/ Charles Moldow, Manager 12/09/2024
**Signature of Reporting Person Date
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
**Signature of Reporting Person Date
Foundation Capital Management Co. LF II, L.L.C., By: /s/ Charles Moldow, Manager 12/09/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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.
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