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  Goodwin Procter llp
601 Marshall Street
Redwood City, CA 94063

goodwinlaw.com
+1 650 752 3100

CONFIDENTIAL TREATMENT REQUESTED BY DOXIMITY, INC.

CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO 17 CFR 200.83 WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[****].” THE OMITTED PORTIONS ARE BRACKETED IN THE UNREDACTED PAPER SUBMISSION FOR EASE OF IDENTIFICATION.

June 4, 2021

Via EDGAR and Email

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, D.C. 20549

Attention:  Matthew Derby

 Larry Spirgel

 Joseph Cascarano

 Robert Littlepage

Re: Doximity, Inc.

 Registration Statement on Form S-1

 File No. 333-256584

Ladies and Gentlemen:

On behalf of our client, Doximity, Inc. (“Doximity” or the “Company”), we submit this supplemental letter to assist the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) in its review of the Company’s Registration Statement on Form S-1 (File No.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 2

333-256584, confidentially submitted to the Commission on March 5, 2021, April 16, 2021, and May 7, 2021, and publicly filed on May 28, 2021 (the “Registration Statement”).

Because of the commercially sensitive nature of information contained herein, this submission is accompanied by the Company’s request for confidential treatment for selected portions of this letter. The Company has filed a separate letter with the Office of Freedom of Information and Privacy Act Operations in connection with the confidential treatment request, pursuant to Rule 83 of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83. For the Staff’s reference, we have enclosed a copy of the Company’s letter to the Office of Freedom of Information and Privacy Act Operations, as well as a copy of this correspondence, marked to show the portions redacted from the version filed via EDGAR and for which the Company is requesting confidential treatment.

Prior to the completion of the Company’s initial public offering (the “IPO”), the Company intends to file an amended and restated certification of incorporation which will effect the reclassification of its common stock into Class A common stock and Class B common stock (the “Reclassification”) and a [****]-for-[*****] forward stock split (the “Split”) of the Company’s capital stock. All information presented in this supplemental letter has been adjusted to reflect such Reclassification as if it had already occurred prior to the date hereof. No information presented in this supplemental letter has been adjusted to reflect such Split, and all numbers in this supplemental letter are presented on a pre-Split basis.

The Company supplementally advises the Staff that on June 2, 2021, representatives of Morgan Stanley & Co. LLC, Goldman Sachs & Co., LLC, and J.P. Morgan Securities LLC, the lead underwriters for the IPO (the “Lead Underwriters”), on behalf of the underwriters, advised the Company that, based on then-current market conditions, they anticipated that the underwriters would recommend to the Company a preliminary price range of $[****] to $[****] per share (the “Preliminary Price Range”), resulting in a midpoint of the Preliminary Price Range of $[****] per share (the “Midpoint Price”).

The Company further advises the Staff that the Preliminary Price Range represents the Company’s belief of what the indicative price range to be disclosed in the preliminary prospectus may be, but that the actual indicative price range to be included in the preliminary prospectus will not be determined until the Company completes a valuation process with the underwriters and will be narrower than the Preliminary Price Range. This valuation process is expected to occur shortly before the printing and filing of the preliminary prospectus for the commencement of the roadshow for the IPO. Therefore, the Preliminary Price Range is subject to further change, which may result from various factors, including then-current market conditions and subsequent business, market, and other developments affecting the Company. The indicative price range to be included in the preliminary prospectus, when determined,

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 3

will be included in an amendment to the Registration Statement prior to the distribution of any preliminary prospectuses to potential investors.

This letter provides a discussion of the Company’s approach to option pricing and fair value determinations with respect to the option grants made by the Company’s board of directors (the “Board”) for the preceding twelve months through the date of this letter. Reference is made to Comment No. 19 in the letter from the Staff dated April 1, 2021 addressed to Anna Bryson, Chief Financial Officer of the Company, with respect to the Company’s Confidential Draft Registration Statement on Form S-1 submitted on March 5, 2021 regarding the fair value assumptions used to determine share-based compensation expense for equity grants made after December 31, 2020. In this response, the Company has included a table with the details and fair value assumptions for grants after December 31, 2020 through the date of this letter and has provided general commentary on the fluctuations in the estimated fair value of its common stock.

Equity Award Issuances by the Company in the Preceding Twelve Months

Information regarding grants of stock options to the Company’s directors and employees in the preceding twelve months is summarized in the following table:

Stock Options

Grant Date Number of Shares Underlying Options Granted Exercise Price Per Share

($)

 Fair Value of Underlying Share of Common Stock

($)

06/10/2020 3,308,650 3.08 4.12

09/02/2020 1,372,650 4.41 7.07

09/29/2020 1,083,000 4.41 8.19

11/21/2020 353,100 8.23 12.92

12/22/2020 366,000 8.23 15.71

01/28/2021 80,700 16.52 19.20

02/05/2021 352,000 16.52 19.96

02/16/2021 3,391,000 16.52 21.02

05/07/2021 798,200 25.12 32.90*

05/26/2021 184,800 25.12 36.90*

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 4

*Fair value determined for financial reporting purposes by assuming that the fair value of the Company’s common stock increased on a linear basis from the March 31, 2021 fair value of $25.12 to the midpoint of the Preliminary Price Range to be set forth in the preliminary prospectus filed in connection with the IPO.

As described in the section titled “Common Stock Valuation” on page 91 of the Registration Statement, the fair value of the Company’s Class A common stock has historically been determined by the Board. Given the absence of a public trading market for the Company’s Class A common stock, and in accordance with the American Institute of Certified Public Accountants Accounting and Valuation Guide: Valuation of Privately-Held Company Equity Securities Issued as Compensation (the “AICPA Practice Guide”), the Board exercised reasonable judgment and considered a number of objective and subjective factors to determine the best estimate of the fair value of the Company’s Class A common stock, including contemporaneous third-party valuations of its Class A common stock (each, a “Valuation Report,” and collectively, the “Valuation Reports”).

Summary of Valuation Reports

For the March 31, 2020 and June 30, 2020 Valuation Reports, the fair value of the total shareholders’ equity was derived using a weighting of an income approach and a market approach.  For the September 30, 2020, December 31, 2020, and March 31, 2021 Valuation Reports, the fair value of the total shareholders’ equity was derived using a weighting of an income approach and a market approach for the Non-IPO scenario. For the IPO scenario, the fair value of the total shareholders’ equity was derived using the discounted value of the estimated pre-money IPO equity value.

The income approach uses the Discounted Cash Flow (“DCF”) method, which estimates value based on the expectation of future cash flows that a company will generate. These future cash flows are discounted to their present values using a discount rate based on our estimated weighted-average cost of capital. In deriving enterprise value using the market approach, the Company used the Guideline Public Company (“GPC”) method.  The GPC method involves a three-step methodology: (i) identifying publicly-traded companies in the same or similar lines of business; (ii) calculating market multiples for such identified companies based on their respective historical financial results and projected growth as of the valuation date; and (iii) applying such market multiples to the Company’s historical financial data and internal financial forecast.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 5

After determining enterprise value, the Valuation Reports utilized an option pricing method (“OPM”) to allocate the enterprise value of the Company to the various classes and series of the Company’s capital stock. The March 31, 2020 and June 30, 2020 Valuation Reports employed single scenario option pricing models.

The September 30, 2020, December 31, 2020, and March 31, 2021 Valuation Reports each employed a multiple-scenario OPM whereby such reports considered two potential future scenarios (an IPO scenario and a Non-IPO scenario) to allocate the enterprise value of the Company to the various classes and series of the Company’s capital stock.

The Company also considered the transaction price of secondary market transactions with third-party investors in the Company’s capital stock in its Valuation Reports. No equity financing rounds by the Company occurred during the preceding twelve months.

March 31, 2020 Valuation Report

The results of the March 31, 2020 Valuation Report are summarized in the table below, along with the Company’s assessment of the fair value used for computing stock-based compensation expense.

 GPC and DCF Methods Secondary Sales

Value per share of Common Stock (prior to DLOM) $3.81

DLOM 23%

Indicated value per share of Common Stock $2.93 $10.32

Weighting 98% 2%

Concluded fair market value per share of Common Stock $3.08

The March 31, 2020 Valuation Report applied DCF and GPC methodologies with 70% and 30% weighting, respectively. This valuation report did not include an IPO scenario as the Company had not begun IPO readiness activities until after the valuation date.

The Company also carried out secondary sales prior to the valuation date, which involved the sale of 312,027 shares or 0.35% of the diluted equity in the Company, at a weighted-average share price of $10.32 per share. Given the relative insignificance of the secondary transactions, the weighted-average price of the secondary transactions was provided a 2% weight on the equity value at March 31, 2020, and was considered reasonable.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 6

June 30, 2020 Valuation Report

The results of the June 30, 2020 Valuation Report are summarized in the table below, along with the Company’s assessment of the fair value used for computing stock-based compensation expense.

 GPC and DCF Methods Secondary Sales

Value per share of Common Stock (prior to DLOM) $5.63

DLOM 25%

Indicated value per share of Common Stock $4.22 $7.96

Weighting 95% 5%

Concluded fair market value per share of Common Stock $4.41

The June 2020 Valuation Report applied GPC and DCF methodologies at equal weighting. This valuation report did not include an IPO scenario as the Company had not begun IPO readiness activities until after the valuation date.

The Company also carried out secondary sales prior to the valuation date, which involved the sale of 112,117 shares, or 0.12% of the total diluted equity in the Company, at a weighted-average share price of $7.96 per share. Given the relative insignificance of the secondary transactions, the weighted-average price of the secondary transactions was provided a 5% weight on the equity value at June 30, 2020 and was considered reasonable.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 7

September 30, 2020 Valuation Report

The results of the September 30, 2020 Valuation Report are summarized in the table below, along with the Company’s assessment of the fair value used for computing stock-based compensation expense.

 GPC and
DCF Methods Secondary
Sales

 Non-IPO Scenario IPO Scenario

Value per share of Common Stock (prior to DLOM) $8.66 $14.66

DLOM 22.5% 12.5%

Indicated value per share of Common Stock $6.71 $12.82 $8.06

Weighting 71.3% 23.7% 5%

Concluded fair market value per share of Common Stock $8.23

In September 2020, the Company began preparing for its potential IPO and anticipated completing the same in June of 2021. The Company selected its legal counsel during this time and started planning potential IPO activities although it had not yet engaged underwriters for the potential IPO.  The Company started using a multiple-scenario OPM to allocate the enterprise value to the various classes and series of the Company’s capital stock. For the Non-IPO scenario, we continued to assign an equal weighting to the GPC and DCF methods to arrive at the enterprise fair value of the Company. The Company added an IPO scenario wherein the discounted expected pre-money total equity valuation was weighted at 25% probability, before consideration of secondary sales. With respect to the IPO scenario, the September 30, 2020 Valuation Report considered the uncertainties around the pricing and execution of a successful IPO when determining the appropriate weighting for such an outcome. The DLOM was determined to be 12.5% under the IPO scenario, which was in line with the market, company maturity and expected exit timing. The DLOM for the Non-IPO scenario was reduced to 22.5% from 25% in the prior valuation.

The secondary sales transactions during the twelve months prior to the valuation date included sales of 439,308 shares, at a weighted-average share price of $8.06 per share, or 0.5% of the total diluted equity in the Company. Given the relative insignificance of the secondary transactions, the weighted-average price of the secondary transactions was provided a 5% weight on the equity value at September 30, 2020 and was considered reasonable.

CONFIDENTIAL TREATMENT REQUESTED

BY DOXIMITY, INC.

Securities and Exchange Commission

June 4, 2021

Page 8

December 31, 2020 Valuation Report

The results of the December 31, 2020 Valuation Report are summarized in the table below, along with the Company’s assessment of the fair value used for computing stock-based compensation expense.

 GPC and DCF Methods Secondary Sales

 Non-IPO Scenario IPO Scenario

Value per share of Common Stock (prior to DLOM) $16.31 $27.13

DLOM 22.5% 12.5%

Indicated value per share of Common Stock $12.64 $23.74 $7.32

Weighting 65% 35% 0%

Concluded fair market value per share of Common Stock $16.52

The same methods that were utilized to determine fair market value in the September 30, 2020 Valuation Report were used in the December 31, 2020 Valuation Report. During the quarter ended December 31, 2020, the Company had a strong sales quarter resulting in an increase in its revenue forecast. As a result, there was a significant increase in the enterprise fair value of the Company for both the IPO scenario and the Non-IPO scenario. During this perio