Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:
* The remainder of this cover
page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. 25703A104
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures Management GP, 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
|
|
|
|
Delaware
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
21,554,374
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
21,554,374
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
21,554,374
|
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)
|
|
|
|
6.7%1
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
1 All percentages calculated in this Schedule 13G are based
on 322,787,486 shares of common stock outstanding as of July 28, 2021 as reported in the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on August 3, 2021.
CUSIP No. 25703A104
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures Management, L.P.
|
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
|
|
|
|
Delaware
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
21,554,374
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
21,554,374
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
21,554,374
|
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)
|
|
|
|
6.7%1
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
1 All percentages calculated in this Schedule 13G are based on 322,787,486 shares
of common stock outstanding as of July 28, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission
on August 3, 2021.
CUSIP No. 25703A104
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures GP, 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
|
|
|
|
Delaware
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
21,554,374
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
21,554,374
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
21,554,374
|
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)
|
|
|
|
6.7%1
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
OO
|
|
|
|
|
|
1 All percentages calculated in this Schedule 13G are based
on 322,787,486 shares of common stock outstanding as of July 28, 2021 as reported in the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on August 3, 2021.
CUSIP No. 25703A104
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures, L.P.
|
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
|
|
|
|
Delaware
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
19,359,653
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
19,359,653
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
19,359,653
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
x1
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
6.0%2
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
1 Excludes shares of common stock that are held directly
by Fifth Wall Ventures SPV XX, L.P. and Fifth Wall Ventures SPV XIX, L.P.
2 All percentages calculated in this Schedule 13G are based
on 322,787,486 shares of common stock outstanding as of July 28, 2021 as reported in the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on August 3, 2021.
CUSIP No. 25703A104
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures SPV XIX, L.P.
|
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
|
|
|
|
Delaware
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
1,698,736
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
1,698,736
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
1,698,736
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
x3
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.5%4
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
3 Excludes shares of common stock that are held directly
by Fifth Wall Ventures, L.P. and Fifth Wall Ventures SPV XX, L.P.
4 All percentages calculated in this Schedule 13G are based
on 322,787,486 shares of common stock outstanding as of July 28, 2021 as reported in the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on August 3, 2021.
CUSIP No. 25703A104
1
|
NAMES OF REPORTING PERSONS
Fifth Wall Ventures SPV XX, L.P.
|
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
|
|
|
|
Delaware
|
|
5
|
SOLE VOTING POWER
|
|
|
|
NUMBER OF
|
|
0
|
SHARES
|
6
|
SHARED VOTING POWER
|
BENEFICIALLY
|
|
|
OWNED BY
|
|
495,985
|
EACH
|
7
|
SOLE DISPOSITIVE POWER
|
REPORTING
|
|
|
PERSON
|
|
|
0
|
WITH
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
|
|
|
495,985
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
|
495,985
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
|
x5
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
|
0.2%6
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
|
PN
|
|
|
|
|
|
5 Excludes shares of common stock that are held directly
by Fifth Wall Ventures, L.P. and Fifth Wall Ventures SPV XIX, L.P.
6 All percentages calculated in this Schedule 13G are based
on 322,787,486 shares of common stock outstanding as of July 28, 2021 as reported in the Issuer’s Form 8-K filed with the Securities
and Exchange Commission on August 3, 2021.
CUSIP No. 25703A104
Item 1.
(a) Name
of Issuer:
Doma Holdings, Inc. (the “Issuer”)
(b) Address
of Issuer’s Principal Executive Offices:
101 Mission Street, Suite 740
San Francisco, California 94105
(650) 419-3827
Item 2.
(a) Name
of Person Filing:
Fifth Wall Ventures Management GP, LLC
Fifth Wall Ventures Management, L.P.
Fifth Wall Ventures GP, LLC
Fifth Wall Ventures, L.P.
Fifth Wall Ventures SPV XIX, L.P.
Fifth Wall Ventures SPV XX, L.P.
Fifth Wall Ventures Management GP, LLC, Fifth Wall Ventures
Management, L.P., Fifth Wall Ventures GP, LLC, Fifth Wall Ventures, L.P., Fifth Wall Ventures SPV XX, L.P. and Fifth Wall Ventures SPV
XIX, L.P. have entered into a Joint Filing Agreement, dated August 10, 2021, a copy of which is filed with this Schedule 13G as Exhibit 99.1,
pursuant to which such reporting persons have agreed to file this statement jointly in accordance with the provisions of Section 13d-1(k)(1) under
the Securities Exchange Act of 1934.
(b) Address
of Principal Business Office or, if none, Residence
Fifth Wall Ventures Management GP, LLC
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures Management, L.P.
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures GP, LLC
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures, L.P.
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures SPV XIX, L.P.
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
Fifth Wall Ventures SPV XX, L.P.
6060 Center Drive, 10th Floor
Los Angeles, CA 90045
Place of organization: Delaware
(c) Citizenship:
See
Item 2(b) above.
(d) Title
of Class of Securities:
Common Stock, par value $0.0001
per share
(e) CUSIP
Number:
25703A104
|
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);
(k)
¨ Group, in accordance with
§ 240.13d-1(b)(1)(ii)(K).
Not Applicable.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount
beneficially owned:
See the responses to Item 9 on the attached cover pages.
The 21,554,374 shares of common stock beneficially owned
by Fifth Wall Ventures GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC represents (i) 19,359,653
shares held by Fifth Wall Ventures, L.P., (ii) 1,698,736 shares held by Fifth Wall Ventures SPV XIX, L.P. and (iii) 495,985
shares held by Fifth Wall Ventures SPV XX, L.P.
Fifth Wall Ventures GP, LLC is the general partner of
Fifth Wall Ventures SPV XX, L.P., Fifth Wall Ventures SPV XIX, L.P. and Fifth Wall Ventures, L.P., each a Delaware limited
partnership (the “Subsidiary Funds”). Fifth Wall Ventures Management, L.P. serves as the sole manager of Fifth Wall
Ventures GP, LLC. Fifth Wall Ventures Management GP, LLC is the general partner of Fifth Wall Ventures Management, L.P. Each of
Fifth Wall Ventures GP, LLC, Fifth Wall Ventures Management, L.P. and Fifth Wall Ventures Management GP, LLC expressly disclaims
beneficial ownership of the shares held by each Subsidiary Fund. Each Subsidiary Fund expressly disclaims ownership of any shares
held by any other Subsidiary Fund.
Investment and voting decisions with respect to interests
held by Fifth Wall Ventures Management GP, LLC are made by its members Brendan Wallace, Andriy Mykhaylovskyy and Brad Greiwe (the “Members”).
Each of the Members expressly disclaims beneficial ownership of the shares held by the Subsidiary Funds.
(b) Percent
of class:
See Item 11 of the attached cover pages. The percentages
reported in Item 11 of the attached cover pages are based upon an aggregate of 322,787,486 shares of common stock outstanding as
of July 28, 2021 as reported in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on August 3,
2021.
(c) Number
of shares as to which the person has:
(i) Sole power to vote or to direct the
vote:
See the responses to Item 5 on the attached cover pages.
(ii) Shared power to vote or to direct
the vote:
See the responses to Item 6 on the attached cover
pages.
(iii) Sole power to dispose or to direct
the disposition:
See the responses to Item 7 on the attached cover pages.
(iv) Shared power to dispose or to direct
the disposition:
See the responses to Item 8 on the attached cover pages.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following ¨:
|
Item 6.
|
Ownership of More than Five 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.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
Signatures
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.
Date: August 10, 2021
Fifth Wall Ventures Management GP, LLC
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
FIFTH WALL VENTURES MANAGEMENT, L.P.
|
By: Fifth Wall Ventures Management GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures GP, LLC
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
FIFTH WALL VENTURES, L.P.
|
By: Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
FIFTH WALL VENTURES SPV XIX, L.P.
|
By: Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures SPV XX, L.P.
|
By: Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Exhibit 99.1
AGREEMENT REGARDING THE JOINT FILING OF SCHEDULE
13G
The undersigned hereby agree as follows:
|
(i)
|
Each of them is individually eligible to use the Schedule 13G to which this Exhibit is attached, and such Schedule 13G is filed
on behalf of each of them; and
|
|
(ii)
|
Each of them is responsible for the timely filing of such schedule 13G and any amendments thereto, and for the completeness and accuracy
of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.
|
Date: August 10, 2021
Fifth Wall Ventures Management GP, LLC
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
FIFTH
WALL VENTURES MANAGEMENT, L.P.
|
By: Fifth Wall Ventures Management GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures GP, LLC
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
FIFTH WALL VENTURES, L.P.
|
By: Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures SPV XIX, L.P.
|
By: Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|
Fifth Wall Ventures SPV XX, L.P.
|
By: Fifth Wall Ventures GP, LLC, its general partner
|
|
|
|
|
|
By:
|
/s/ Andriy Mykhaylovskyy
|
|
|
Signature
|
|
|
|
|
Andriy Mykhaylovskyy/ Vice President
|
|
Name/Title
|