Sec Form 4 Filing - Simkoff Maxwell @ Doma Holdings, Inc. - 2024-09-27

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Simkoff Maxwell
2. Issuer Name and Ticker or Trading Symbol
Doma Holdings, Inc. [ DOMA]
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
(Last) (First) (Middle)
201 SPEAR ST., SUITE 06-106
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2024
(Street)
SAN FRANCISCO, CA94105
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/27/2024 D( 1 ) 105,360 D $ 6.29 ( 2 ) 182,589 D
Common Stock 09/27/2024 D( 1 ) 85,156 D $ 0 ( 3 ) 97,413 D
Common Stock 09/27/2024 D( 1 ) 97,413 D $ 0 ( 4 ) 0 D
Common Stock 09/27/2024 D( 1 ) 1,857,820 D $ 6.29 ( 2 ) 0 I The Saslaw-Simkoff Revocable Trust
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Simkoff Maxwell
201 SPEAR ST.
SUITE 06-106
SAN FRANCISCO, CA94105
X X Chief Executive Officer
Saslaw-Simkoff Revocable Trust
201 SPEAR ST.
SUITE 06-106
SAN FRANCISCO, CA94105
X
Signatures
/s/ Christian Ameri, as Attorney-in-Fact for Maxwell Simkoff 09/27/2024
Signature of Reporting Person Date
/s/ Christian Ameri, as Attorney-in-Fact for Maxwell Simkoff, Trustee 09/27/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On September 27, 2024, RE Closing Buyer Corp. ("Parent") acquired the Issuer pursuant to certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 28, 2024, by and among the Issuer, Parent, and RE Closing Merger Sub Inc., a wholly-owned subsidiary of Parent ("Merger Sub"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
( 2 )As of the effective time of the Merger (the "Effective Time"), pursuant to the Merger Agreement, each share of the Issuer's common stock outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $6.29 in cash (the "Merger Consideration").
( 3 )Pursuant to an agreement between the Reporting Person and the Issuer, as of immediately prior to the Effective Time, the Reporting Person forfeited all unvested restricted stock units of the Issuer that were outstanding immediately prior to the Effective Time for no consideration.
( 4 )Represents performance restricted stock units that were cancelled immediately prior to the Effective Time pursuant to the Merger Agreement for failing to meet the applicable performance goals.

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).

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