Doximity insider files Form 4: 2,000-share conversion and sale under 10b5-1 plan
Rhea-AI Filing Summary
Insider transactions by Doximity director Kira Scherer on 09/02/2025: The filing shows a conversion and concurrent sale resulting in a net decrease of 1,000 shares of Class A common stock beneficially owned by the reporting person. Specifically, 2,000 shares of Class B were converted into Class A and 2,000 Class A shares were sold at $66.57 each, leaving 19,839 shares of Class A beneficially owned after the sale. The report also discloses derivative holdings: the reporting person holds stock options with a $1.54 exercise price (2,000 option rights) granted June 10, 2020, that vested monthly starting March 27, 2020, and substantial Class B common stock holdings (468,700 shares) that are convertible into Class A under the company charter.
Positive
- Sale executed under a Rule 10b5-1 trading plan, indicating a pre-established, compliance-oriented transaction
- Retains significant Class B convertible stake (468,700 shares), maintaining long-term alignment with company equity
Negative
- Net decrease in Class A beneficial ownership to 19,839 shares following the reported conversion and sale
- Disposition of 2,000 shares at $66.57 reduced immediate insider-held Class A liquidity
Insights
TL;DR: Director executed a conversion and Rule 10b5-1 sale, modest net share reduction; retains large convertible Class B stake.
The reported transactions are routine for insiders: a conversion of Class B into Class A followed by an automatic sale under a previously adopted Rule 10b5-1 plan, producing proceeds at $66.57 per share for 2,000 shares. Post-transaction beneficial ownership in Class A is 19,839 shares while Class B holdings remain material at 468,700 shares and are convertible into Class A under the charter. The director also retains in-the-money options with a $1.54 exercise price originally granted in 2020 that continue to vest per the stated schedule. These facts suggest portfolio rebalancing or liquidity actions rather than operational changes at the issuer.
TL;DR: Transaction follows governance-compliant plan (10b5-1); no indication of extraordinary corporate event.
The filing explicitly notes the sale occurred automatically under a Rule 10b5-1 trading plan adopted November 12, 2024, which provides affirmative defense to insider trading allegations when properly implemented. Conversion mechanics and conversion triggers are described in the charter language included in the explanations. The presence of sizable Class B convertible holdings confirms continued alignment with pre-IPO/dual-class governance structures. No amendments or other unusual filings accompany this Form 4.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Stock Option (Right to Buy) | 2,000 | $0.00 | -- |
| Exercise | Class B Common Stock | 2,000 | $0.00 | -- |
| Conversion | Class B Common Stock | 2,000 | $0.00 | -- |
| Conversion | Class A Common Stock | 2,000 | $0.00 | -- |
| Sale | Class A Common Stock | 2,000 | $66.57 | $133K |
Footnotes (1)
- Each share of Class B Common Stock, par value $0.001 per share (the "Class B Common Stock"), converted into one share of Class A Common Stock, par value $0.001 per share (the "Class A Common Stock"), at the option of the holder. The sales reported in this Form 4 occurred automatically pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on November 12, 2024. The stock option vested in 36 equal monthly installments after March 27, 2020, subject to the Reporting Person's continuous service relationship with the Issuer through each applicable vesting date. The stock option was granted on June 10, 2020. Each share of Class B Common Stock is convertible into one share of 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; 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.
