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Form 4 Doximity, Inc. For: May 24 Filed by: Tangney Jeffrey

May 26, 2023 9:32 PM EDT
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 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 *
Tangney Jeffrey
(Last) (First) (Middle)
DOXIMITY, INC.
500 THIRD STREET
(Street)
SAN FRANCISCO CA 94107
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Doximity, Inc. [ DOCS ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/24/2023
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 05/24/2023   G (2)   1,400,070 (3)     (1)   (1) Class A Common Stock 1,400,070.00 $ 0 20,000,000 (4) I By Tangney Annuity Trust, LLC (5)
Class B Common Stock (1) 05/24/2023   G (2)   7,940,598 (6)     (1)   (1) Class A Common Stock 7,940,598.00 $ 0 20,000,000 (4) I By Tangney Annuity Trust, LLC (5)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 24,203,330.00   24,203,330 I By Tangney Schweikert Family Trust (7)
Class B Common Stock (1)               (1)   (1) Class A Common Stock 6,171,666.00   6,171,666 D  
Explanation of Responses:
1. Each share of Class B Common Stock is convertible into one share of 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; 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.
2. On May 24, 2023, in connection with the termination of the Tangney Annuity Trust ("TAT"), a grantor retained annuity trust, in accordance with its terms, TAT distributed, for no consideration, all of its ownership in the Tangney Annuity Trust, LLC ("TAT LLC") to Jeffrey Tangney in the form of a final annuity payment that was exempt from Section 16 pursuant to Rule 16a-13 under the Securities and Exchange Act of 1934, as amended, with the remainder interest being distributed to (i) the Tangney Exempt Gift Trust (the "Exempt Trust"), for the benefit of Mr. Tangney's spouse, Claudia Schweikert, and their children, and (ii) the Tangney Non-Exempt Gift Trust ("Non-Exempt Trust"), for the benefit of Claudia Schweikert and their children.
3. Shares held directly by TAT LLC represented by the interest in TAT LLC that was distributed by TAT to the Exempt Trust.
4. TAT LLC directly holds 20,000,000 shares, representing (i) 7,724,822 shares held directly by TAT LLC represented by the interest in TAT LLC that was distributed to Mr. Tangney pursuant to the final annuity payment by TAT, (ii) 2,934,510 shares held directly by TAT LLC represented by Mr. Tangney's direct interest in TAT LLC prior to the transactions reported herein, and (iii) the shares reported in column 5 described in footnotes 3 and 6 hereto. No shares held directly by TAT LLC have been transferred as a result of the transactions reported herein.
5. These shares are owned directly by TAT LLC over which Claudia Schweikert has sole voting and dispositive power. Mr. Tangney disclaims beneficial ownership over the shares held by TAT LLC, except to the extent, if any, of his pecuniary interest therein, and nothing in this report shall be deemed an admission that Mr. Tangney has beneficial ownership over any such shares for Section 16 purposes or otherwise.
6. Shares held directly by TAT LLC represented by the interest in TAT LLC that was distributed by TAT to the Non-Exempt Trust.
7. 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. Mr. Tangney is an officer, director and ten percent owner of the Issuer.
/s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Jeffrey Tangney 05/26/2023
** Signature of Reporting Person Date
/s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Tangney Annuity Trust, LLC 05/26/2023
** Signature of Reporting Person Date
/s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Tangney Schweikert Family Trust 05/26/2023
** 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.

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