CUSIP: 14064F100
ITEM 1. |
SECURITY AND ISSUER
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This Schedule 13D relates to the shares of common stock, $0.0001
par value (“Common Stock”), of the Issuer. The address of
the principal executive offices of the Issuer is 101 Mission
Street, San Francisco, CA 94105.
ITEM 2. |
IDENTITY AND BACKGROUND
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(a) This Schedule 13D is being filed by Lennar Corporation
(“Lennar”), a Delaware corporation, Len X, LLC (“LenX”), a Florida
limited liability company, and LENX ST Investor LLC (“ST Investor”
and, together with Lennar and LenX, the “Reporting Persons”), a
Delaware limited liability company. LenX is wholly owned by Lennar
and is the sole member of ST Investor.
(b) The principal business of Lennar is homebuilding. The principal
business of LenX is seeking opportunities for subsidiaries of
Lennar to invest in companies that provide technology solutions
across the homebuilding industry. ST Investor was formed to hold
interests in companies acquired by Lennar and LenX, including the
Issuer. The principal business address of each of the Reporting
Persons is 700 NW 107 Avenue, Miami, Florida 33172.
(c) Lennar is a corporation organized under the laws of the State
of Delaware. LenX is a limited liability company organized under
the laws of the State of Florida. ST Investor is a limited
liability company organized under the laws of the State of
Delaware.
(d)-(e) During the last five years, neither any Reporting Person
nor any person named in Schedule I has been (i) convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) The name, business address, present principal occupation or
employment and citizenship of the executive officers and, where
applicable, members of the Board of Directors of the Reporting
Persons is set forth on Schedule I and is incorporated by reference
into this Item 2(f).
ITEM 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION
|
Immediately prior to July 29, 2021, ST Investor owned
13,635,296 shares of preferred stock of the former Doma Holdings,
Inc (“Old Doma”). Of those shares, 8,819,498 shares had been
acquired by a Lennar subsidiary in several transactions in 2019 for
a total of $69,237,411, and 4,815,798 shares had been acquired in
April 2021 by exercise of a warrant which the Lennar subsidiary had
acquired in one of the 2019 transactions. The cash for the payments
in 2019 and for the exercise of the warrant was provided by Lennar
from its working capital. The Lennar subsidiary transferred the
Doma preferred stock to ST Investor in July 2021 for no
consideration. In addition, ST Investor had assumed the
subscriber’s rights and obligations under a Subscription Agreement
relating to the purchase of 500,000 shares of Common Stock from the
Issuer in a private placement for $5 million. On July 29,
2021, Old Doma was merged with a wholly owned subsidiary of the
Issuer (the “Merger”), and ST Investor received 81,742,689 shares
of Issuer’s Common Stock as Merger consideration with regard to its
Doma preferred stock. Simultaneously with the Merger, ST Investor
purchased the 500,000 shares that were the subject of the
Subscription Agreement. Lennar provided the $5 million
purchase price from its working capital.
Following the Merger and the purchase of shares in the private
placement, the Reporting Persons beneficially own 82,242,689 shares
of the Issuer’s Common Stock.
ITEM 4. |
PURPOSE OF TRANSACTION
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The information contained in Item 3 above is incorporated in its
entirety into this Item 4.
Lennar intends from time to time to review its investment in the
Issuer on the basis of various factors, including the Issuer’s
business, financial condition, results of operations and prospects,
general economic and industry conditions,