0001628280-21-012786.txt : 20210623 0001628280-21-012786.hdr.sgml : 20210623 20210623203344 ACCESSION NUMBER: 0001628280-21-012786 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210623 FILED AS OF DATE: 20210623 DATE AS OF CHANGE: 20210623 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tangney Jeffrey CENTRAL INDEX KEY: 0001863328 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40508 FILM NUMBER: 211040236 MAIL ADDRESS: STREET 1: C/O DOXIMITY, INC. STREET 2: 500 3RD STREET SUITE 510 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tangney Schweikert Family Trust CENTRAL INDEX KEY: 0001868242 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40508 FILM NUMBER: 211040234 BUSINESS ADDRESS: STREET 1: C/O DOXIMITY, INC. STREET 2: 500 3RD STREET, SUITE 510 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 650-549-4330 MAIL ADDRESS: STREET 1: C/O DOXIMITY, INC. STREET 2: 500 3RD STREET, SUITE 510 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Tangney Annuity Trust, LLC CENTRAL INDEX KEY: 0001867907 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40508 FILM NUMBER: 211040235 BUSINESS ADDRESS: STREET 1: C/O DOXIMITY, INC. STREET 2: 500 3RD STREET, SUITE 510 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: 650-549-4330 MAIL ADDRESS: STREET 1: C/O DOXIMITY, INC. STREET 2: 500 3RD STREET, SUITE 510 CITY: SAN FRANCISCO STATE: CA ZIP: 94107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Doximity, Inc. CENTRAL INDEX KEY: 0001516513 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 272485512 STATE OF INCORPORATION: DE FISCAL YEAR END: 1211 BUSINESS ADDRESS: STREET 1: 500 THIRD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 BUSINESS PHONE: (650) 549-4330 MAIL ADDRESS: STREET 1: 500 THIRD STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94107 3 1 wf-form3_162449478829647.xml FORM 3 X0206 3 2021-06-23 0 0001516513 Doximity, Inc. DOCS 0001863328 Tangney Jeffrey DOXIMITY, INC. 500 THIRD STREET SAN FRANCISCO CA 94107 1 1 1 0 Chief Executive Officer 0001867907 Tangney Annuity Trust, LLC C/O DOXIMITY, INC. 500 THIRD STREET SAN FRANCISCO CA 94107 0 0 1 0 0001868242 Tangney Schweikert Family Trust C/O DOXIMITY, INC. 500 THIRD STREET SAN FRANCISCO CA 94107 0 0 1 0 Class B Common Stock 0.0 Class A Common Stock 6421666.0 D Class B Common Stock 0.0 Class A Common Stock 20000000.0 I By Tangney Annuity Trust, LLC Class B Common Stock 0.0 Class A Common Stock 22792612.0 I By Tangney Schweikert Family Trust Series A Preferred Stock 0.0 Class B Common Stock 1042700.0 I By Tangney Schweikert Family Trust Series B Preferred Stock 0.0 Class B Common Stock 77054.0 I By Tangney Schweikert Family Trust Series C Preferred Stock 0.0 Class B Common Stock 550964.0 I By Tangney Schweikert Family Trust Stock Option (Right to Buy) 0.97 2028-03-28 Class B Common Stock 846000.0 D Stock Option (Right to Buy) 0.97 2028-03-28 Class B Common Stock 1792000.0 D Stock Option (Right to Buy) 0.6 2026-06-20 Class B Common Stock 8334.0 D Stock Option (Right to Buy) 0.6 2026-06-20 Class B Common Stock 100000.0 D Stock Option (Right to Buy) 8.26 2031-02-15 Class B Common Stock 3750000.0 D Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), is convertible into one share of Class A Common Stock, par value $0.001 per share (the "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 ("IPO"); 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. These shares are owned directly by Jeffrey Tangney. These shares are owned directly by Tangney Annuity Trust, LLC, 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. 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. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock (collectively, the "Preferred Stock") shall automatically convert into one share of Class B Common Stock on a one-for-one basis, immediately prior to the closing of the IPO. The shares of Preferred Stock have no expiration date. The stock option vests in 48 equal monthly installments after March 11, 2018, subject to Mr. Tangney's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on March 29, 2018. The stock option was granted to Mr. Tangney. The stock option vests in full if, prior to September 30, 2022, either (i) the Issuer completes a qualified IPO and the average daily closing price of the Issuer's Class A Common Stock during the three-month period commencing on the first date of the fourth calendar month following the expiration of the post-IPO lock-up period exceeds $9.66 per share; or (ii) the Issuer completes a liquidation event where the value of the Issuer's Common Stock in such transaction equals or exceeds $9.66 per share. The stock price target of $9.66 per share was based on an increase of ten times the price of the Issuer's Common Stock at the time the stock option was granted on March 29, 2018, after giving effect to a 2-for-1 forward stock split effected by the Issuer on June 8, 2021. The stock option vested subject to a time-based and performance-based vesting schedule. The stock option vested in 12 equal monthly installments after March 27, 2020 and became exercisable upon the date that the Issuer's Board of Directors (the "Board") determined that the company-wide performance goals established for calendar year 2019 were achieved. The stock option was granted on June 21, 2016. The stock option vests subject to a time-based and performance-based vesting schedule. The stock option vests in 12 equal monthly installments following the date that the Board determined Mr. Tangney met certain goals related to revenue, corporate governance, IPO readiness and member engagement; the Board determined such date to be March 31, 2021, subject to Mr. Tangney's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on June 21, 2016. The stock option vests in 60 equal monthly installments after April 1, 2022, subject to Mr. Tangney's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on February 16, 2021. Exhibit 24 - Power of Attorney /s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Jeffrey Tangney 2021-06-23 /s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Tangney Annuity Trust, LLC 2021-06-23 /s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Tangney Schweikert Family Trust 2021-06-23 EX-24 2 ex-24.htm TANGNEY POA

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Anna Bryson and Jennifer Chaloemtiarana,  signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1)    execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Doximity, Inc. (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2)    do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3)    take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended.  The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.  This Power of Attorney supersedes any prior power of attorney in connection with the undersigned's capacity as an officer and/or director of the Company.  This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date listed below.

Signature:  /s/ Jeffrey Tangney
Name:      Jeffrey Tangney
Date:  May 26, 2021
________________________________________________

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Anna Bryson and Jennifer Chaloemtiarana, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Doximity, Inc. (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned's capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 11, 2021

TANGNEY SCHWEIKERT FAMILY TRUST
/s/ Jeffrey Tangney
Name: Jeffrey Tangney
Title: Trustee
________________________________________________

LIMITED POWER OF ATTORNEY

The undersigned hereby constitutes and appoints each of Anna Bryson and Jennifer Chaloemtiarana, signing singly, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Doximity, Inc. (the "Company"), from time to time the following U.S. Securities and Exchange Commission ("SEC") forms: (i) Form ID, including any attached documents, to effect the assignment of codes to the undersigned to be used in the transmission of information to the SEC using the EDGAR System; (ii) Form 3, Initial Statement of Beneficial Ownership of Securities, including any attached documents; (iii) Form 4, Statement of Changes in Beneficial Ownership of Securities, including any attached documents; (iv) Form 5, Annual Statement of Beneficial Ownership of Securities in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents; (v) Schedule 13D and (vi) amendments of each thereof, in accordance with the Securities Exchange Act of 1934, as amended, and the rules thereunder, including any attached documents;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, Schedule 13D or any amendment(s) thereto, and timely file such form(s) with the SEC and any securities exchange, national association or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact, acting singly, full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 or Regulation 13D-G of the Securities Exchange Act of 1934, as amended. The undersigned hereby agrees to indemnify the attorneys-in-fact and the Company from and against any demand, damage, loss, cost or expense arising from any false or misleading information provided by the undersigned to the attorneys-in-fact.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file such forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. This Power of Attorney supersedes any prior power of attorney in connection with the undersigned's capacity as an officer and/or director of the Company. This Power of Attorney shall expire as to any individual attorney-in-fact if such attorney-in-fact ceases to be an executive officer of, or legal counsel to the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of June 11, 2021

TANGNEY ANNUITY TRUST, LLC
/s/ Jeffrey Tangney
Name: Jeffrey Tangney
Title: Trustee