SEC Form SC 13D filed by Capitol Investment Corp. V
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Doma Holdings, Inc.
(Name of Issuer)
| Common stock, par value $0.0001 per share | ||||||||||||||||||||||||||
| (Title of Class of Securities) | ||||||||||||||||||||||||||
| Common stock: 25703A 104 | ||||||||||||||||||||||||||
| (CUSIP Number) | ||||||||||||||||||||||||||
| Eric Watson | ||||||||||||||||||||||||||
| General Counsel | ||||||||||||||||||||||||||
| 101 Mission Street, Suite 740 | ||||||||||||||||||||||||||
| San Francisco, California 94105 | ||||||||||||||||||||||||||
| 650-419-3827 | ||||||||||||||||||||||||||
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) | ||||||||||||||||||||||||||
| July 28, 2021 | ||||||||||||||||||||||||||
| (Date of Event Which Requires Filing of This Statement) | ||||||||||||||||||||||||||
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1 | NAME OF REPORTING PERSONS | ||||||||||||||||||||||||||||||||||
| Max Simkoff | |||||||||||||||||||||||||||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | ||||||||||||||||||||||||||||||||||
(a) ☐ (b) ☐ | |||||||||||||||||||||||||||||||||||
| 3 | SEC USE ONLY | ||||||||||||||||||||||||||||||||||
| 4 | SOURCE OF FUNDS (See Instructions) | ||||||||||||||||||||||||||||||||||
| PF | |||||||||||||||||||||||||||||||||||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ | ||||||||||||||||||||||||||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||||||||||||||||||||||||||
| United States of America | |||||||||||||||||||||||||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7 | SOLE VOTING POWER | |||||||||||||||||||||||||||||||||
48,746,493(1) | |||||||||||||||||||||||||||||||||||
| 8 | SHARED VOTING POWER | ||||||||||||||||||||||||||||||||||
| 0 | |||||||||||||||||||||||||||||||||||
| 9 | SOLE DISPOSITIVE POWER | ||||||||||||||||||||||||||||||||||
48,746,493(1) | |||||||||||||||||||||||||||||||||||
| 10 | SHARED DISPOSITIVE POWER | ||||||||||||||||||||||||||||||||||
| 0 | |||||||||||||||||||||||||||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||||||||||||||||||||||||||
48,746,493(1) | |||||||||||||||||||||||||||||||||||
| 12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ | ||||||||||||||||||||||||||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||||||||||||||||||||||||||
15.1%(2) | |||||||||||||||||||||||||||||||||||
| 14 | TYPE OF REPORTING PERSON | ||||||||||||||||||||||||||||||||||
| IN | |||||||||||||||||||||||||||||||||||
(1)Represents (i) 47,335,909 shares held of record by the Saslaw-Simkoff Revocable Trust, for which Mr. Simkoff serves as trustee; (ii) 705,292 shares held of record by the Jennifer Saslaw 2020 GRAT, for which Mr. Simkoff serves as trustee; and (iii) 705,292 shares held of record by the Max Simkoff 2020 GRAT, for which Mr. Simkoff serves as trustee. Excludes 2,590,737 shares of Common Stock that are issuable to the Reporting Person pursuant to certain earnout rights received in the Business Combination (as defined below) described in this Schedule 13D. The Reporting Person has sole voting and dispositive power with respect to these shares, except that with respect to shares held by the Saslaw-Simkoff Revocable Trust, voting and dispositive power is shared by the Reporting Person and his spouse.
(2)Calculated based on 322,787,486 shares of Common Stock issued and outstanding as of July 28, 2021 as reported in the Issuer’s Form 8-K filed with the U.S. Securities and Exchange Commission on August 3, 2021.
Item 1. Security and Issuer
This statement on Schedule 13D (the “Schedule 13D”) relates to the Common Stock of the Issuer. The principal executive office of the Issuer is located at 101 Mission Street, Suite 740, San Francisco, California 94105.
Item 2. Identity and Background
(a)This Schedule 13D is filed by Max Simkoff (the “Reporting Person”).
(b)The address of the principal business and principal office of the Reporting Person is c/o Doma Holdings, Inc., 101 Mission Street, Suite 740, San Francisco, California 94105.
(c)Max Simkoff is currently a member of the Board of Directors (the “Board”) and Chief Executive Officer of the Issuer.
(d)During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)During the last five years, to the knowledge of the Reporting Person, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any violations with respect to such laws.
(f)See responses to Item 6 on the cover page.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock reported herein as being beneficially owned by the Reporting Person were issued to the Reporting Person following the completion of the business combination (the “Business Combination”) on July 28, 2021 (the “Closing Date”) as contemplated by that certain
Agreement and Plan of Merger, dated March 2, 2021, by and among Capitol Investment Corp. V, a Delaware corporation (“Capitol”), Capitol V Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Capitol (“Merger Sub”), and Doma Holdings, Inc., which was formally known as States Title Holding, Inc. (“Old Doma”) (as amended, the “Merger Agreement”). In connection with the closing of the Business Combination, the registrant changed its name from Capitol Investment Corp. V to Doma Holdings, Inc.
In connection with the Business Combination, the holders of shares of capital stock of Old Doma and outstanding options or warrants to purchase shares of Old Doma capital stock have the contingent right to receive up to an additional 16,500,604 shares (the “Earnout Shares”) of the Issuer’s Common Stock in the aggregate, payable in two equal tranches if the closing price of the Class A Common Stock exceeds $15.00 and $17.50 per share, respectively, for any 20 trading days within any 30-trading day period commencing on or after the Closing Date and ending no later than the five-year anniversary of the Closing Date (the Earnout Shares will also vest based on the price targets in connection with a sale of the Issuer). The Reporting Person has the contingent right to receive up to 2,590,737 Earnout Shares. Such Earnout Shares are excluded from the Reporting Person’s beneficial ownership as reported herein because the Reporting Person does not currently have the right to acquire any Earnout Shares.
Item 4. Purpose of the Transaction
The information regarding the Business Combination set forth in Item 3 above is incorporated into this Item 4 by reference. All of the shares of Common Stock beneficially owned by the Reporting Person, as reported in this Schedule 13D, were received in connection with the Business Combination.
As of July 28, 2021, the Reporting Person had the power to direct 15.1% of the voting power of the Issuer. The Reporting Person also serves as a member of the Board and Chief Executive Officer of the Issuer, and, in such capacity, may participate in discussions regarding every aspect of the Issuer’s governance, management and operations, whether with other members of management, other members of the Board, investors, advisers and other persons, and have control over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Subject to the Issuer’s Insider Trading Policy and certain lockup restrictions in the lockup agreement described in Item 6 below, the Reporting Person may from time to time buy or sell securities of the Issuer as appropriate for his personal circumstances and reflecting his overall investment posture. Other than as described above and elsewhere in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although the Reporting Person may change his purpose or formulate plans or proposals with respect thereto at any time with other advisors, the Issuer or other persons.
Item 5. Interest in Securities of the Issuer
(a)See responses to Item 13 on the cover page.
(b)See responses to Items 7, 8, 9 and 10 on the cover page.
(c)The Reporting Person was involved in the Business Combination as the founder and Chief Executive Officer of Old Doma. Except as set forth in this Schedule 13D, the Reporting Person has not, to the best of his knowledge, engaged in any transaction with respect to the Common Stock during the sixty days prior to the date of filing this Schedule 13D.
(d)Except as described in Item 3, no person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Common Stock beneficially owned by the Reporting Person as reported in this Schedule 13D.
(e)Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Person is a party to that certain Amended and Restated Registration Rights Agreement, dated as of July 28, 2021 and as it may be amended, restated or otherwise modified from time to time (the “RRA”), by and among the Issuer, the Reporting Person and the other parties thereto. Pursuant to the RRA, the Issuer is required to register for resale the securities held by the Reporting Person. In addition, pursuant to the RRA, the Reporting Person will have certain demand and piggyback registration rights.
Pursuant to a lockup agreement entered into in connection with the Business Combination, without the prior written consent of the Board and subject to certain exceptions, the Reporting Person may not transfer securities of the Issuer issued as consideration pursuant to the Merger Agreement until the date that is 180 days after the Closing Date.
Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the person named in Item 2 above or between such person and any other person with respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits
| Exhibit Number | Description | |||||||
| 1 | Agreement and Plan of Merger, dated as of March 2, 2021, by and among Capitol Investment Corp. V, Capitol V Merger Sub, Inc. and Doma Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed August 3, 2021). | |||||||
| 2 | Amendment No. 1 to Agreement and Plan of Merger, dated as of March 18, 2021, made by and among Capitol Investment Corp. V, Capitol V Merger Sub, Inc. and Doma Holdings, Inc. (incorporated by reference to Exhibit 2.2 to the Issuer’s Current Report on Form 8-K filed August 3, 2021). | |||||||
| 3 | Form of Lock-up Agreement (incorporated by reference to Exhibit 10.2 of Capitol Investment Corp. V’s Current Report on Form 8-K, filed on March 3, 2021) (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed August 3, 2021). | |||||||
| 4 | Amended & Restated Registration Rights Agreement, dated as of July 28, 2021, by and among Doma Holdings, Inc. and the securityholders signatory thereto (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed August 3, 2021). | |||||||
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.
Dated: August 5, 2021
By: | /s/ Max Simkoff | ||||
Name: | Max Simkoff | ||||