Sec Form 3 Filing - Tangney Jeffrey @ Doximity, Inc. - 2021-06-23

FORM 3 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 Tangney Jeffrey 2. Issuer Name and Ticker or Trading Symbol Doximity, Inc. [ DOCS] 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) DOXIMITY, INC., 500 THIRD STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/23/2021 (Street) SAN FRANCISCO, CA94107 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

< td style="text-align: center;">( 1 ) 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 Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 6,421,666 D ( 2 ) Class B Common Stock $ 0 ( 1 ) Class A Common Stock 20,000,000 I By Tangney Annuity Trust, LLC ( 3 ) Class B Common Stock $ 0 ( 1 ) ( 1 ) Class A Common Stock 22,792,612 I By Tangney Schweikert Family Trust ( 4 ) Series A Preferred Stock $ 0 ( 5 ) ( 5 ) Class B Common Stock ( 1 ) 1,042,700 I By Tangney Schweikert Family Trust ( 4 ) Series B Preferred Stock $ 0 ( 5 ) ( 5 ) Class B Common Stock ( 1 ) 77,054 I By Tangney Schweikert Family Trust ( 4 ) Series C Preferred Stock $ 0 ( 5 ) ( 5 ) Class B Common Stock ( 1 ) 550,964 I By Tangney Schweikert Family Trust ( 4 ) Stock Option (Right to Buy) $ 0.97 ( 6 ) 03/28/2028 Class B Common Stock ( 1 ) 846,000 D ( 7 ) Stock Option (Right to Buy) $ 0.97 ( 8 ) 03/28/2028 Class B Common Stock ( 1 ) 1,792,000 D ( 7 ) Stock Option (Right to Buy) $ 0.6 ( 9 ) 06/20/2026 Class B Common Stock ( 1 ) 8,334 D ( 7 ) Stock Option (Right to Buy) $ 0.6 ( 10 ) 06/20/2026 Class B Common Stock ( 1 ) 100,000 D ( 7 ) Stock Option (Right to Buy) $ 8.26 ( 11 ) 02/15/2031 Class B Common Stock ( 1 ) 3,750,000 D ( 7 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Tangney Jeffrey DOXIMITY, INC. 500 THIRD STREET SAN FRANCISCO, CA94107 X X Chief Executive Officer Tangney Annuity Trust, LLC C/O DOXIMITY, INC. 500 THIRD STREET SAN FRANCISCO, CA94107 X Tangney Schweikert Family Trust C/O DOXIMITY, INC. 500 THIRD STREET SAN FRANCISCO, CA94107 X Signatures /s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Jeffrey Tangney 06/23/2021 Signature of Reporting Person Date /s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Tangney Annuity Trust, LLC 06/23/2021 Signature of Reporting Person Date /s/ Jennifer Chaloemtiarana, Attorney-in-Fact for Tangney Schweikert Family Trust 06/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )These shares are owned directly by Jeffrey Tangney. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )The stock option was granted to Mr. Tangney. ( 8 )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. ( 9 )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. ( 10 )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. ( 11 )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.

Remarks: Exhibit 24 - Power of Attorney

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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