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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Doma Holdings, Inc. [ DOMA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/29/2022 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 06/29/2022 | A | 2,435,325(1) | A | $0 | 2,937,461 | D | |||
Common stock | 06/29/2022 | A | 2,435,325(2) | A | $0 | 5,372,786 | D | |||
Common stock | 48,053,275(3) | I | By The Saslaw-Simkoff Revocable Trust | |||||||
Common stock | 346,609(4) | I | By Max Simkoff 2020 GRAT | |||||||
Common stock | 346,609(5) | I | By Jennifer Saslaw 2020 GRAT |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Grant of Doma Holdings, Inc.'s (the "Company") common stock to the reporting person in the form of restricted stock units ("RSUs") pursuant to the Company's Omnibus Incentive Plan (the "Plan"). The "Date of Grant" is June 29, 2022. These RSUs will be settled solely by delivery of shares of Company common stock and vest as follows: 1/16th of the total RSUs will vest on each successive Scheduled Vesting Date (as defined below) following the Date of Grant, with the "Scheduled Vesting Date" being September 1, December 1, March 1 and June 1 of the applicable year, provided the reporting person is continuously employed through such date as applicable, with the first 1/16th of the RSUs vesting on September 1, 2022 and the final 1/16th of the RSUs vesting on September 1, 2026. |
2. Grant of Company common stock to the reporting person in the form of performance restricted stock units ("PRSUs") pursuant to the Plan. The PRSUs will be settled solely by delivery of shares of Company common stock. The PRSUs will vest subject to the satisfaction of a (A) service requirement on the following schedule: 1/16th of the PRSUs will vest on September 1, December 1, March 1 and June 1 of the applicable year, provided the reporting person is continuously employed through such date as applicable, with the first 1/16th of PRSUs vesting on September 1, 2022 and the final 1/16th of PRSUs vesting on September 1, 2026; and (B) performance condition during the period beginning on June 29, 2022 and ending on June 1, 2026, pursuant to which the Company achieves a price hurdle of $5.00 (as to 1/3 of the target PRSUs), $7.00 (as to 1/3 of the target PRSUs) and $10.00 (as to 1/3 of the target PRSUs) based on the 90-day volume weighted average price of the Company's common stock. |
3. These shares are owned directly by The Saslaw-Simkoff Revocable Trust and indirectly by Maxwell Simkoff as trustee of the trust. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
4. These shares are owned directly by the Max Simkoff 2020 GRAT. The reporting person disclaims beneficial ownership except to the extent of his pecuniary interest therein. |
5. These shares are held for the benefit of the reporting person's wife. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ Christian Ameri, as Attorney-in-Fact for Maxwell Simkoff | 07/01/2022 | |
/s/ Christian Ameri, as Attorney-in-Fact for Maxwell Simkoff, Trustee | 07/01/2022 | |
** 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. |