Doma (DOMA) Form 4 Doma / Maxwell Simkoff ownership change

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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X

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^*

Simkoff Maxwell

(Last) (First) (Middle)

201 SPEAR ST.

SUITE 06-106

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2024

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

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

	Form filed by One Reporting Person
X	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)
			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 (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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

Simkoff Maxwell

(Last) (First) (Middle)

201 SPEAR ST.

SUITE 06-106

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Saslaw-Simkoff Revocable Trust

(Last) (First) (Middle)

201 SPEAR ST.

SUITE 06-106

(Street)

SAN FRANCISCO CA 94105

(City) (State) (Zip)

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.

	/s/ Christian Ameri, as Attorney-in-Fact for Maxwell Simkoff	09/27/2024
	/s/ Christian Ameri, as Attorney-in-Fact for Maxwell Simkoff, Trustee	09/27/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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