Lennar Corp. Amends Doma Holdings Stake Filing

TL;DR

Lennar Corp. updated its Doma Holdings filing, watch for ownership changes.

AI Summary

Lennar Corp. filed an amendment (No. 2) to its Schedule 13D on April 1, 2024, regarding its holdings in Doma Holdings, Inc. The filing indicates a change in the beneficial ownership of Doma Holdings, Inc. common stock. Lennar Corporation, through its subsidiaries LEN X, LLC and LENX ST INVESTOR, LLC, is the reporting entity. The filing does not specify the exact number of shares or percentage of ownership change in this amendment.

Why It Matters

This filing signals a potential shift in the ownership structure or strategy of Doma Holdings, Inc., which could impact its stock price and future business decisions.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic moves by major shareholders, potentially affecting the target company's stock.

Key Players & Entities

• Lennar Corp. (company) — Reporting entity
• Doma Holdings, Inc. (company) — Subject company
• LEN X, LLC (company) — Subsidiary of Lennar Corp.
• LENX ST INVESTOR, LLC (company) — Subsidiary of Lennar Corp.
• Mark Sustana (person) — Contact person at Lennar Corporation

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value (Class of Securities) 140
• $17 million — Stock at the Closing and an additional $17 million in Topco, resulting in FW Investor owni
• $6.29 — lly converted into the right to receive $6.29 in cash (the Merger Consideration ), su

Filing Documents

• d803866dsc13da.htm (SC 13D/A) — 86KB
• d803866dex101.htm (EX-10.1) — 65KB
• d803866dex99a.htm (EX-99.A) — 2KB
• 0001193125-24-083413.txt ( ) — 155KB

of the Schedule 13D is hereby amended and restated as follows

Item 2 of the Schedule 13D is hereby amended and restated as follows: (a) This Schedule 13D is being filed by Lennar Corporation ( Lennar ), a Delaware corporation, Len X, LLC ( LenX ), a Florida limited liability company, and ST Investor (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 5505 Waterford District Drive, Miami, FL 33126. (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) 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. (e) 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(e). ITEM3. SOURCE AND AMOUNT OF FUNDS OR O

of the Schedule 13D is hereby supplemented as follows

Item 3 of the Schedule 13D is hereby supplemented as follows: Subsequently, a pro rata distribution to FW Investor increased the number of shares beneficially owned by Lennar and LenX to 83,155,359 shares. Immediately prior to June 29, 2023, ST Investor owned 83,155,359 shares of Common Stock of the Issuer, and Lennar and LenX beneficially owned 82,699,024 shares of Common Stock of the Issuer (including an aggregate of 912,670 shares received and held by FW Investor as a result of pro rata distributions by a partnership of which FW Investor was a member). On June 29, 2023, Doma effected a 1-for-25 reverse split of its Common Stock. As a result, the shares beneficially owned by ST Investor became 3,289,707 shares and the shares beneficially owned by Lennar and LenX became 3,326,213 shares. ITEM4. PURPOSE OF TRANSACTION

of the Schedule 13D is hereby supplemented as follows

Item 4 of the Schedule 13D is hereby supplemented as follows: Merger Agreement Pursuant to the Merger Agreement, at the effective time of the Merger (the Effective Time ), and as a result of the Merger, each share of Common Stock outstanding immediately prior to the Effective Time (subject to certain exceptions, including for shares of Common Stock owned by stockholders of the Issuer who have not voted in favor of the adoption of the Merger Agreement and have properly exercised appraisal rights in accordance with Section 262 of the General Corporation Law of the State of Delaware) will, at the Effective Time, be cancelled and extinguished and automatically converted into the right to receive $6.29 in cash (the Merger Consideration ), subject to applicable withholding taxes. If the Merger is consummated, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934. The foregoing description of the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which has been filed as Exhibit 2.1 to the Form 8-K filed by the Issuer on March 29, 2024 and is incorporated by reference herein. Voting and Support Agreement In connection with the proposed Merger, the Lennar Stockholders, the Issuer and Parent entered into the Voting and Support Agreement, pursuant to which the Lennar Stockholders have agreed, among other things and subject to the terms and conditions set forth therein, to vote or cause to be voted all Voting Agreement Shares in favor of adopting the Merger Agreement and the transactions contemplated thereby, including the Merger. Under the Voting and Support Agreement, the Lennar Stockholders have agreed to, among other things, (a) vote the Voting Agreement Shares in favor of the Merger, the adoption of the Merger Agreement and the transactions contemplated thereby and (b) vote against any Alter

of the Schedule 13D is hereby amended and restated as follows

Item 5 of the Schedule 13D is hereby amended and restated as follows: (a) As of the date of this Amendment, Lennar and LenX beneficially own 3,326,213 shares of Domas Common Stock, constituting approximately 24.75% of Domas outstanding Common Stock, and ST Investor beneficially owns 3,289,707 shares of Domas Common Stock, constituting approximately 24.48% of Domas outstanding Common Stock (in each case based on 13,436,742 outstanding shares of common stock of the Issuer, as reported in the Issuers Report on Form 10-Q filed on November 9, 2023). (b) The Reporting Persons together share power to vote or to direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by the Reporting Persons. (c) Not applicable. (d) Not applicable. (e) Not applicable ITEM6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The information contained in Item 4 to this Amendment is incorporated in its entirety into this Item 6. ITEM7. MATERIAL TO BE FILED AS EXHIBITS Exhibit1 Voting and Support Agreement, dated March 28, 2024, by and among RE Closing Buyer Corp., Doma Holdings, Inc., LENX ST Investor, LLC and Len FW Investor, LLC SIGNATURE After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Dated: April 1, 2024 LENNAR CORPORATION By: /s/ Mark Sustana Name: Mark Sustana Title: Vice President, General Counsel and Secretary LEN X, LLC By: /s/ Mark Sustana Name: Mark Sustana Title: Vice President LENX ST INVESTOR, LLC By: /s/ Mark Sustana Name: Mark Sustana Title: Vice President Schedule I DIRECTORS AND EXECUTIVE OFFICERS OF REPORTING PERSONS The name, function, citizenship and present principal occupation or employment of each of the directors and executive officers of the Reporting Person are set fort

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