| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 4
)*
|
Doximity, Inc. (Name of Issuer) |
Class A common stock (Title of Class of Securities) |
26622P107 (CUSIP Number) |
12/31/2024 (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) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 26622P107 |
| 1 | Names of Reporting Persons Tangney Jeffrey | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 55,750,152.00 | ||||||||
| 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) 29.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
1. The amount set forth in rows 5, 7 and 9 above consists of (i) 4,271,666 shares of Class B common stock held of record by Mr. Tangney, (ii) 2,325,557 shares of Class A common stock held of record by Mr. Tangney, (iii) 15,765 shares of Class A common stock subject to outstanding restricted stock units that are currently vested or will vest within 60 days of December 31, 2024, (iv) 4,933,834 shares of Class B common stock subject to outstanding stock options held of record by Mr. Tangney that are exercisable within 60 days of December 31, 2024, (v) 24,203,330 shares of Class B common stock held of record by Tangney Schweikert Family Trust, of which Mr. Tangney and his spouse, Claudia Schweikert, are trustees, and (vi) 20,000,000 shares of Class B common stock held of record by Tangney Annuity Trust, LLC, of which Ms. Schweikert is the sole manager.
2. With respect to the amount set forth in rows 5, 7 and 9 above, each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. 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 and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
3. The percent of class set forth in row 11 above was calculated based on 133,448,777 shares of Class A common stock outstanding as of December 31, 2024.
4. The percentage reported in row 11 above is based on the aggregate number of shares of Class A common stock and Class B common stock that may be deemed to be beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 53,408,830 shares of Class B common stock and 2,341,322 shares of Class A common stock that may be deemed to be beneficially owned by the reporting person represent 74.1% of the aggregate combined voting power of the Class A common stock and Class B common stock based on 133,448,777 shares of Class A common stock and 54,135,272 shares of Class B common stock outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 26622P107 |
| 1 | Names of Reporting Persons Schweikert Claudia | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 55,750,152.00 | ||||||||
| 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) 29.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
1. The amount set forth in rows 5, 7 and 9 above consists of (i) 4,271,666 shares of Class B common stock held of record by Claudia Schweikert's spouse, Jeffrey Tangney, (ii) 2,325,557 shares of Class A common stock held of record by Mr. Tangney, (iii) 15,765 shares of Class A common stock subject to outstanding restricted stock units that are currently vested or will vest within 60 days of December 31, 2024, (iv) 4,933,834 shares of Class B common stock subject to outstanding stock options held of record by Mr. Tangney that are exercisable within 60 days of December 31, 2024, (v) 24,203,330 shares of Class B common stock held of record by Tangney Schweikert Family Trust, of which Ms. Schweikert and Mr. Tangney are trustees, and (vi) 20,000,000 shares of Class B common stock held of record by Tangney Annuity Trust, LLC, of which Ms. Schweikert is the sole manager.
2. With respect to the amount set forth in rows 5, 7 and 9 above, each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. 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 and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
3. The percent of class set forth in row 11 above was calculated based on 133,448,777 shares of Class A common stock outstanding as of December 31, 2024.
4. The percentage reported in row 11 above is based on the aggregate number of shares of Class A common stock and Class B common stock that may be deemed to be beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 53,408,830 shares of Class B common stock and 2,341,322 shares of Class A common stock that may be deemed to be beneficially owned by the reporting person represent 74.1% of the aggregate combined voting power of the Class A common stock and Class B common stock based on 133,448,777 shares of Class A common stock and 54,135,272 shares of Class B common stock outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 26622P107 |
| 1 | Names of Reporting Persons Tangney Schweikert Family Trust | ||||||||
| 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 24,203,330.00 | ||||||||
| 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) 15.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
1. The amount set forth in rows 5, 7 and 9 above consists of 24,203,330 shares of Class B common stock held of record by Tangney Schweikert Family Trust, of which Jeffrey Tangney and Claudia Schweikert are trustees.
2. With respect to the amount set forth in rows 5, 7 and 9 above, each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. 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 and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
3. The percent of class set forth in row 11 above was calculated based on 133,448,777 shares of Class A common stock outstanding as of December 31, 2024.
4. The percentage reported in row 11 above is based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 24,203,330 shares of Class B common stock beneficially owned by the reporting person represent 35.9% of the aggregate combined voting power of the Class A common stock and Class B common stock based on 133,448,777 shares of Class A common stock and 54,135,272 shares of Class B common stock outstanding as of December 31, 2024.
SCHEDULE 13G |
| CUSIP No. | 26622P107 |
| 1 | Names of Reporting Persons Tangney Annuity Trust, 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 UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 20,000,000.00 | ||||||||
| 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) 13.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
1. The amount set forth in rows 5, 7 and 9 above consists of 20,000,000 shares of Class B common stock held of record by Tangney Annuity Trust, LLC, of which, Claudia Schweikert is the sole manager.
2. With respect to the amount set forth in rows 5, 7 and 9 above, each share of Class A common stock is entitled to one vote and each share of Class B common stock is entitled to ten votes. 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 and upon the occurrence of certain other events as described in the Issuer's Amended and Restated Certificate of Incorporation. In addition, each share of Class B common stock will automatically convert into one share of Class A common stock upon any transfer, except for certain permitted transfers described in the Issuer's Amended and Restated Certificate of Incorporation.
3. The percent of class set forth in row 11 above was calculated based on 133,448,777 shares of Class A common stock outstanding as of December 31, 2024.
4. The percentage reported in row 11 above is based on the aggregate number of shares of Class A common stock and Class B common stock beneficially owned by the reporting person, which, with respect to the Class B common stock, pursuant to Rule 13d-3 of the Act, is treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person. The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 20,000,000 shares of Class B common stock beneficially owned by the reporting person represent 29.6% of the aggregate combined voting power of the Class A common stock and Class B common stock based on 133,448,777 shares of Class A common stock and 54,135,272 shares of Class B common stock outstanding as of December 31, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Doximity, Inc. | |
| (b) | Address of issuer's principal executive
offices: 500 THIRD STREET, SAN FRANCISCO, CALIFORNIA, 94107. | |
| Item 2. | ||
| (a) | Name of person filing: (i) Jeffrey Tangney;
(ii) Claudia Schweikert;
(iii) Tangney Schweikert Family Trust; and
(iv) Tangney Annuity Trust, LLC. | |
| (b) | Address or principal business office or, if
none, residence: c/o Doximity, Inc., 500 Third Street, San Francisco, California 94107 for each of the above persons filing (collectively, the "Reporting Persons"). | |
| (c) | Citizenship: United States for each of the Reporting Persons. | |
| (d) | Title of class of securities: Class A common stock | |
| (e) | CUSIP No.: 26622P107 | |
| 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). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: (i) Jeffrey Tangney
(A) 53,408,830 shares of Class B common stock, consisting of (i) 4,271,666 shares of Class B common stock held of record by Mr. Tangney, (ii) 4,933,834 shares of Class B common stock subject to outstanding stock options held of record by Mr. Tangney that are exercisable within 60 days of December 31, 2024, (iii) 24,203,330 shares of Class B common stock held of record by Tangney Schweikert Family Trust, and (iv) 20,000,000 shares of Class B common stock held of record by Tangney Annuity Trust, LLC and (B) 2,341,322 shares of Class A common stock consisting of (i) 2,530,497 shares of Class A common stock held of record by Mr. Tangney and (ii) 15,765 shares of Class A common stock subject to outstanding restricted stock units that are currently vested or will vest within 60 days of December 31, 2024. When all such shares of Class B common stock are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act, all of the foregoing shares represent approximately 29.8% of the outstanding shares of Class A common stock. The percent of class was calculated based on 133,448,777 shares of Class A common stock outstanding as of December 31, 2024.
The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 53,408,830 shares of Class B common stock and 2,341,322 shares of Class A common stock beneficially owned by the reporting person represent 74.1% of the aggregate combined voting power of the Class A common stock and Class B common stock based on 133,448,777 shares of Class A common stock and 54,135,272 shares of Class B common stock outstanding as of December 31, 2024.
(ii) Claudia Schweikert
(A) 53,408,830 shares of Class B common stock, consisting of (i) 4,271,666 shares of Class B common stock held of record by Ms. Schweikert's spouse, Mr. Tangney, (ii) 4,933,834 shares of Class B common stock subject to outstanding stock options held of record by Mr. Tangney that are exercisable within 60 days of December 31, 2024, (iii) 24,203,330 shares of Class B common stock held of record by Tangney Schweikert Family Trust, and (iv) 20,000,000 shares of Class B common stock held of record by Tangney Annuity Trust, LLC and (B) 2,341,322 shares of Class A common stock consisting of (i) 2,530,497 shares of Class A common stock held of record by Mr. Tangney and (ii) 15,765 shares of Class A common stock subject to outstanding restricted stock units that are currently vested or will vest within 60 days of December 31, 2024. When all such shares of Class B common stock are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act, all of the foregoing shares represent approximately 29.8% of the outstanding shares of Class A common stock. The percent of class was calculated based on 133,448,777 shares of Class A common stock outstanding as of December 31, 2024.
The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 53,408,830 shares of Class B common stock and 2,341,322 shares of Class A common stock beneficially owned by the reporting person represent 74.1% of the aggregate combined voting power of the Class A common stock and Class B common stock based on 133,448,777 shares of Class A common stock and 54,135,272 shares of Class B common stock outstanding as of December 31, 2024.
(iii) Tangney Schweikert Family Trust
24,203,330 shares of Class B common stock, all of which are held of record by Tangney Schweikert Family Trust. When all such shares of Class B common stock are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act, all of the foregoing shares represent approximately 15.4% of the outstanding shares of Class A common stock. The percent of class was calculated based on 133,448,777 shares of Class A common stock outstanding as of December 31, 2024.
The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 24,203,330 shares of Class B common stock beneficially owned by the reporting person represent 35.9% of the aggregate combined voting power of the Class A common stock and Class B common stock based on 133,448,777 shares of Class A common stock and 54,135,272 shares of Class B common stock outstanding as of December 31, 2024.
(iv) Tangney Annuity Trust, LLC
20,000,000 shares of Class B common stock, all of which are held of record by Tangney Annuity Trust, LLC, which when all such shares are treated as converted into Class A common stock only for purposes of computing the percentage ownership of the reporting person pursuant to Rule 13d-3 of the Act, represent approximately 13.0% of the outstanding shares of Class A common stock. The percent of class was calculated based on 133,448,777 shares of Class A common stock outstanding as of December 31, 2024.
The percentage reported does not reflect the ten for one voting power of the Class B common stock. The 20,000,000 shares of Class B common stock beneficially owned by the reporting person represent 29.6% of the aggregate combined voting power of the Class A common stock and Class B common stock based on 133,448,777 shares of Class A common stock and 54,135,272 shares of Class B common stock outstanding as of December 31, 2024. | |
| (b) | Percent of class: See Item 4(a) above. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See row 5 of each of the cover pages hereto. | ||
| (ii) Shared power to vote or to direct the
vote: See row 6 of each of the cover pages hereto. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See row 7 of each of the cover pages hereto. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See row 8 of each of the cover pages hereto. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 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. | Certifications: |
Not Applicable
|
| SIGNATURE | |
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. |
|
|
|
|
|
|
|
|
|
Comments accompanying signature:
AGREEMENT FOR JOINT FILING
Jeffrey Tangney, Claudia Schweikert, Tangney Schweikert Family Trust and Tangney Annuity Trust, LLC hereby agree to submit a joint Schedule 13G with the Securities and Exchange Commission concerning their beneficial ownership of Doximity, Inc., dated February 14, 2025.