SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

(Amendment No. 1)*

 

Under the Securities Exchange Act of 1934

 

Doma Holdings, Inc.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

25703A104

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 25703A104

 

1	NAMES OF REPORTING PERSONS   Fifth Wall Ventures Management GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		6,517,746
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH	8	SHARED DISPOSITIVE POWER
		6,517,746

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,517,746
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.0%1
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

¹ All percentages calculated in this Schedule 13G/A are based on 328,495,942 shares of common stock outstanding as of November 8, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

 

CUSIP No. 25703A104

 

1	NAMES OF REPORTING PERSONS   Fifth Wall Ventures Management, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		6,517,746
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH	8	SHARED DISPOSITIVE POWER
		6,517,746

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,517,746
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.0%1
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

¹ All percentages calculated in this Schedule 13G/A are based on 328,495,942 shares of common stock outstanding as of November 8, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

 

CUSIP No. 25703A104

 

1	NAMES OF REPORTING PERSONS   Fifth Wall Ventures GP, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		6,517,746
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH	8	SHARED DISPOSITIVE POWER
		6,517,746

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,517,746
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	¨
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.0%1
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

 

¹ All percentages calculated in this Schedule 13G/A are based on 328,495,942 shares of common stock outstanding as of November 8, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

 

CUSIP No. 25703A104

 

1	NAMES OF REPORTING PERSONS   Fifth Wall Ventures, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		6,453,219
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH	8	SHARED DISPOSITIVE POWER
		6,453,219

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,453,219
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	x1
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	2.0%2
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

¹ Excludes shares of common stock that are held directly by Fifth Wall Ventures GP, LLC.

² All percentages calculated in this Schedule 13G/A are based on 328,495,942 shares of common stock outstanding as of November 8, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

 

CUSIP No. 25703A104

 

1	NAMES OF REPORTING PERSONS   Fifth Wall Ventures SPV XIX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH	8	SHARED DISPOSITIVE POWER
		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	x3
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

³ Excludes shares of common stock that are held directly by Fifth Wall Ventures, L.P. and Fifth Wall Ventures GP, LLC.

 

 

CUSIP No. 25703A104

 

1	NAMES OF REPORTING PERSONS   Fifth Wall Ventures SPV XX, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) ¨
	(b) ¨
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware

	5	SOLE VOTING POWER
NUMBER OF		0
SHARES	6	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	7	SOLE DISPOSITIVE POWER
REPORTING
PERSON		0
WITH	8	SHARED DISPOSITIVE POWER
		0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	x4
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	0%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

 

⁴ Excludes shares of common stock that are held directly by Fifth Wall Ventures, L.P. and Fifth Wall Ventures GP, LLC.

 

 

CUSIP No. 25703A104

 

Item 1.

 

(a)

Name of Issuer:

 

Doma Holdings, Inc. (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices:

 

101 Mission Street, Suite 740

San Francisco, California 94105
(650) 419-3827

 

Item 2.

 

(a)

Name of Person Filing:

 

Fifth Wall Ventures Management GP, LLC

Fifth Wall Ventures Management, L.P.

Fifth Wall Ventures GP, LLC

Fifth Wall Ventures, L.P.

Fifth Wall Ventures SPV XIX, L.P.

Fifth Wall Ventures SPV XX, L.P.

 

Fifth Wall Ventures Management GP, LLC, Fifth Wall Ventures Management, L.P., Fifth Wall Ventures GP, LLC, Fifth Wall Ventures, L.P., Fifth Wall Ventures SPV XX, L.P. and Fifth Wall Ventures SPV XIX, L.P. have entered into a Joint Filing Agreement, dated February 2, 2023, a copy of which is filed with this Schedule 13G/A as Exhibit 99.1, pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of Section 13d-1(k)(1) under the Securities Exchange Act of 1934.

 

(b)

Address of Principal Business Office or, if none, Residence

 

Fifth Wall Ventures Management GP, LLC

Fourth Floor

1 Little West 12th Street

New York, New York 10014

Place of organization: Delaware

 

Fifth Wall Ventures Management, L.P.

Fourth Floor

1 Little West 12th Street

New York, New York 10014

Place of organization: Delaware

 

Fifth Wall Ventures GP, LLC

Fourth Floor

1 Little West 12th Street

New York, New York 10014

Place of organization: Delaware

 

 

Fifth Wall Ventures, L.P.

Fourth Floor

1 Little West 12th Street

New York, New York 10014

Place of organization: Delaware

 

Fifth Wall Ventures SPV XIX, L.P.

Fourth Floor

1 Little West 12th Street

New York, New York 10014

Place of organization: Delaware

 

Fifth Wall Ventures SPV XX, L.P.

Fourth Floor

1 Little West 12th Street

New York, New York 10014

Place of organization: Delaware

 

(c)

Citizenship:

 

See Item 2(b) above.

 

(d)

Title of Class of Securities:

 

Common Stock, par value $0.0001 per share

 

(e)

CUSIP Number:

 

25703A104

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)            ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

(b)            ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

(c)            ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

(d)            ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

 

(e)            ¨ An investment adviser in accordance with §240.13d-1(b) (1)(ii)(E);

 

(f)            ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b) (1)(ii)(F);

 

(g)            ¨ A parent holding company or control person in accordance with §240.13d-1(b) (1)(ii)(G);

 

(h)            ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)             ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)             ¨ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

 

(k)            ¨ Group, in accordance with § 240.13d-1(b)(1)(ii)(K).

 

Not Applicable.

 

 

Item 4.

Ownership

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:

 

See the responses to Item 9 on the attached cover pages.

 

The 6,517,746 shares of common stock beneficially owned by Fifth Wall Ventures GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC represents (i) 6,453,219 shares held by Fifth Wall Ventures, L.P. and (ii) 64,527 shares held directly by Fifth Wall Ventures GP, LLC. No shares are held by Fifth Wall Ventures SPV XIX, L.P. or Fifth Wall Ventures SPV XX, L.P.

 

Fifth Wall Ventures GP, LLC is the general partner of Fifth Wall Ventures SPV XX, L.P., Fifth Wall Ventures SPV XIX, L.P. and Fifth Wall Ventures, L.P., each a Delaware limited partnership. Fifth Wall Ventures Management, L.P. serves as the sole manager of Fifth Wall Ventures GP, LLC. Fifth Wall Ventures Management GP, LLC is the general partner of Fifth Wall Ventures Management, L.P. Each of Fifth Wall Ventures Management, L.P., Fifth Wall Ventures Management GP, LLC, Fifth Wall Ventures SPV XX, L.P. and Fifth Wall Ventures SPV XIX, L.P. expressly disclaims beneficial ownership of the shares held by Fifth Wall Ventures GP, LLC and Fifth Wall Ventures, L.P. Fifth Wall Ventures GP, LLC expressly disclaims beneficial ownership of any shares held by Fifth Wall Ventures, L.P. Fifth Wall Ventures, L.P. expressly disclaims beneficial ownership of any shares held by Fifth Wall Ventures GP, LLC.

 

Investment and voting decisions with respect to interests held by Fifth Wall Ventures Management GP, LLC are made by its members Brendan Wallace, Andriy Mykhaylovskyy and Brad Greiwe (the “Members”). Each of the Members expressly disclaims beneficial ownership of the shares held by Fifth Wall Ventures GP, LLC and Fifth Wall Ventures, L.P.

 

(b)

Percent of class:

 

See Item 11 of the attached cover pages. The percentages reported in Item 11 of the attached cover pages are based upon an aggregate of 328,495,942 shares of common stock outstanding as of November 8, 2022 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on November 10, 2022.

 

(c)

Number of shares as to which the person has:

 

(i) Sole power to vote or to direct the vote:

 

See the responses to Item 5 on the attached cover pages.

 

 

(ii) Shared power to vote or to direct the vote:

 

See the responses to Item 6 on the attached cover pages.

 

(iii) Sole power to dispose or to direct the disposition:

 

See the responses to Item 7 on the attached cover pages.

 

(iv) Shared power to dispose or to direct the disposition:

 

See the responses to Item 8 on the attached cover pages.

 

Item 5.

Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following x:

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

 

Not Applicable.

 

Item 8.

Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9.

Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10.

Certification.

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

 

 

Signatures

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: February 2, 2023

 

Fifth Wall Ventures Management GP, LLC	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

Fifth Wall Ventures Management, L.P.	By:	Fifth Wall Ventures Management GP, LLC, its general partner
	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

Fifth Wall Ventures GP, LLC	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

Fifth Wall Ventures, L.P.	By:	Fifth Wall Ventures GP, LLC, its general partner
	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

FIFTH WALL VENTURES SPV XIX, L.P.	By:	Fifth Wall Ventures GP, LLC, its general partner
	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

FIFTH WALL VENTURES SPV XX, L.P.	By:	Fifth Wall Ventures GP, LLC, its general partner
	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

 

 

Exhibit 99.1

 

AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE 13G/A

 

The undersigned hereby agree as follows:

 

(i)

Each of them is individually eligible to use the Schedule 13G/A to which this Exhibit is attached, and such Schedule 13G/A is filed on behalf of each of them; and

 

(ii)

Each of them is responsible for the timely filing of such Schedule 13G/A and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

 

Date: February 2, 2023

 

Fifth Wall Ventures Management GP, LLC	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

Fifth Wall Ventures Management, L.P.	By:	Fifth Wall Ventures Management GP, LLC, its general partner
	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

Fifth Wall Ventures GP, LLC	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

Fifth Wall Ventures, L.P.	By:	Fifth Wall Ventures GP, LLC, its general partner
	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

FIFTH WALL VENTURES SPV XIX, L.P.	By:	Fifth Wall Ventures GP, LLC, its general partner
	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title

 

FIFTH WALL VENTURES SPV XX, L.P.	By:	Fifth Wall Ventures GP, LLC, its general partner
	By:	/s/ Andriy Mykhaylovskyy
		Signature
	Andriy Mykhaylovskyy/ Vice President
	Name/Title