SEC FORM 4

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^*

Kleine Joseph B.

(Last)

(First)

(Middle)

DOXIMITY, INC.

500 THIRD STREET

(Street)

SAN FRANCISCO

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2021

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

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

X	Form filed by One Reporting Person
	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)
Class A Common Stock	08/13/2021		C⁽¹⁾		100,000	A	⁽¹⁾	100,000	D
Class A Common Stock	08/13/2021		C⁽¹⁾		50,000	A	⁽¹⁾	150,000	D
Class A Common Stock	08/13/2021		C⁽¹⁾		20,000	A	⁽¹⁾	170,000	D
Class A Common Stock	08/13/2021		C⁽¹⁾		30,000	A	⁽¹⁾	200,000	D
Class A Common Stock	08/13/2021		S		3,979	D	$80	196,021	D
Class A Common Stock	08/13/2021		S		196,021	D	$75.689⁽²⁾	0	D

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)
Stock Option (Right to Buy)	$1.09	08/13/2021		M			100,000	⁽³⁾⁽⁴⁾	02/12/2029	Class B Common Stock⁽⁵⁾	100,000	$0	260,000	D
Stock Option (Right to Buy)	$1.09	08/13/2021		M			50,000	⁽³⁾⁽⁶⁾	02/12/2029	Class B Common Stock⁽⁵⁾	50,000	$0	310,000	D
Stock Option (Right to Buy)	$1.54	08/13/2021		M			20,000	⁽³⁾⁽⁷⁾⁽⁸⁾	06/09/2030	Class B Common Stock⁽⁵⁾	20,000	$0	140,000	D
Stock Option (Right to Buy)	$1.54	08/13/2021		M			30,000	⁽³⁾⁽⁷⁾⁽⁹⁾	06/09/2030	Class B Common Stock⁽⁵⁾	30,000	$0	70,000	D
Class B Common Stock	⁽⁵⁾	08/13/2021		M		100,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	100,000	$0	100,000	D
Class B Common Stock	⁽⁵⁾	08/13/2021		M		50,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	50,000	$0	150,000	D
Class B Common Stock	⁽⁵⁾	08/13/2021		M		20,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	20,000	$0	170,000	D
Class B Common Stock	⁽⁵⁾	08/13/2021		M		30,000		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	30,000	$0	200,000	D
Class B Common Stock	⁽⁵⁾	08/13/2021		C⁽¹⁾			100,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	100,000	$0	100,000	D
Class B Common Stock	⁽⁵⁾	08/13/2021		C⁽¹⁾			50,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	50,000	$0	50,000	D
Class B Common Stock	⁽⁵⁾	08/13/2021		C⁽¹⁾			20,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	20,000	$0	30,000	D
Class B Common Stock	⁽⁵⁾	08/13/2021		C⁽¹⁾			30,000	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	30,000	$0	0	D

Explanation of Responses:

1. Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), converted into one share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), at the option of the holder.

2. The price represents the weighted-average price of the shares sold in multiple transactions ranging from $75.0000 to $77.6700 per share, inclusive. The Reporting Person undertakes to provide the Issuer, a security holder of the Issuer, or the Staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. In the event there is a change of control and the Issuer terminates the Reporting Person's employment other than for cause or the Reporting Person terminates his employment with the Issuer as a result of a constructive termination, in either case within 12 months following the consummation of a change of control, 100% of the then-unvested shares subject to the stock option shall vest and become exercisable as of such termination date.

4. The stock option vests in 48 equal monthly installments after February 28, 2019, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on February 13, 2019.

5. 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.

6. The stock option vests in 48 equal monthly installments following the date that the target milestone related to the achievement of a certain annual contract value in fiscal 2020 was achieved, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on February 13, 2019.

7. In the event that the Issuer terminates the Reporting Person's employment without cause, the then-unvested shares subject to the stock option that would have vested during the six months following the Reporting Person's termination will vest and become exercisable.

8. The stock option vests in 48 equal monthly installments after May 1, 2020, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on June 10, 2020.

9. The stock option shall fully vest upon the date that the Board of Directors of the Issuer (the "Board") determines that certain target milestones related to the Issuer's bookings plan have been achieved, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. In the event that the target milestones are not achieved on or before March 31, 2021, or if the Board does not otherwise determine that the stock option shall vest in whole or in part on or prior to June 30, 2021, the stock option shall expire. The stock option was granted on June 10, 2020.

Remarks:

	/s/ Jennifer Chaloemtiarana, Attorney-in-Fact	08/17/2021
	** 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).
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