SECURITIES AND EXCHANGE COMMISSION
|
Washington, D.C. 20549
|
SCHEDULE 13D Under the Securities Exchange Act of 1934
|
(Amendment No. 1)*
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners X, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
3,951,261 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
3,951,261 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,951,261 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners (Cayman) X, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
3,240,081 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
3,240,081 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,240,081 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.9% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
|||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners (Delaware) X, L.P.
|
||||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
|||||
3
|
SEC USE ONLY
|
||||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
||||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
|||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
||||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
|||||
8
|
SHARED VOTING POWER
626,762 (1)
|
||||||
9
|
SOLE DISPOSITIVE POWER
0
|
||||||
10
|
SHARED DISPOSITIVE POWER
626,762 (1)
|
||||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
626,762 (1)
|
||||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
|||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.6% (1)
|
||||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners X (Co-Investors), L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
94,014 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
94,014 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
94,014 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight SN Holdings, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
2,217,791 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
2,217,791 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,217,791 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight SN Holdings 2, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
1,827,484 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
1,827,484 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,827,484 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.6% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners IX, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
10,310,944 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
10,310,944 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,310,944 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners (Cayman) IX, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
5,123,257 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
5,123,257 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,123,257 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners (Delaware) IX, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
1,092,443 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
1,092,443 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,092,443 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners IX (Co-Investors), L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
205,816 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
205,816 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
205,816 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
4,190,253 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
4,190,253 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,190,253 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.7% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
3,368,720 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
3,368,720 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,368,720 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
3,097,549 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
3,097,549 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,097,549 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.7% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
3,812,367 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
3,812,367 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,812,367 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Associates X, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
7,912,118 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
7,912,118 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,912,118 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Associates X, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
7,921,665 (1)(2)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
7,921,665 (1)(2)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,921,665 (1)(2)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐ |
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0% (1)(2)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
See Item 5.
|
(2) |
Includes 9,547 shares of Common Stock held of record by IVP (Venice), L.P., which may be deemed attributable to Insight Venture Associates X, Ltd., because Insight Venture Associates X, Ltd.
is the managing member of IVP GP (Venice), LLC, which in turn is the general partner of IVP (Venice), L.P.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Associates IX, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
16,732,460 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
16,732,460 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,732,460 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Associates IX, Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
16,732,460 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
16,732,460 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,732,460 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.8% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Associates Growth-Buyout Coinvestment, L.P.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
14,468,889 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
14,468,889 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,468,889 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
PN
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Venture Associates Growth-Buyout Coinvestment Ltd.
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐ |
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
14,468,889 (1)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
14,468,889 (1)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,468,889 (1)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.8% (1)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
CO
|
(1) |
See Item 5.
|
CUSIP No. 63947X101
|
||||||
1
|
NAMES OF REPORTING PERSONS
Insight Holdings Group, LLC
|
|||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
|
(a) ☐
(b) ☐
|
||||
3
|
SEC USE ONLY
|
|||||
4
|
SOURCE OF FUNDS (See Instructions)
OO
|
|||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
☐
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||||
8
|
SHARED VOTING POWER
39,123,014 (1)(2)
|
|||||
9
|
SOLE DISPOSITIVE POWER
0
|
|||||
10
|
SHARED DISPOSITIVE POWER
39,123,014 (1)(2)
|
|||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,123,014 (1)(2)
|
|||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.6% (1)(2)
|
|||||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
(1) |
See Item 5.
|
(2) |
Includes 9,547 shares of Common Stock held of record by IVP (Venice), L.P., which may be deemed attributable to Insight Holdings Group, LLC, because Insight Holdings Group, LLC is the sole
shareholder of Insight Venture Associates X, Ltd., which in turn is the managing member of IVP GP (Venice), LLC, which in turn is the general partner of IVP (Venice), L.P.
|
Exhibit 7.1
|
Joint Filing Agreement, dated as of January 18, 2022, by and among the Reporting Persons (incorporated by reference to Exhibit 7.1 to the Schedule 13D filed on behalf of the Reporting Persons with the SEC on
January 18, 2022).
|
Exhibit 7.2
|
Agreement and Plan of Merger, dated as of November 16, 2021, by and among nCino, Inc., Penny HoldCo, Inc., Dollar Merger Sub, Inc., Penny Merger Sub, LLC, SimpleNexus, LLC, Insight Venture Partners, LLC and the other parties thereto
(incorporated by reference to Exhibit 2.1 to Form 8-K filed by nCino, Inc. with the SEC on November 17, 2021)
|
Exhibit 7.3
|
Restrictive Covenant Agreement, dated as of November 16, 2021, by and among Penny HoldCo, Inc. and the Reporting Persons party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed by nCino,
Inc. with the SEC on November 17, 2021).
|
Exhibit 7.4
|
First Amended and Restated Investors’ Rights Agreement, dated as of February 12, 2015, by and among the Issuer, the Reporting Persons party thereto and the other parties thereto (incorporated by reference to
Exhibit 4.2 to Form S-1 filed by nCino, Inc. with the SEC on June 22, 2020), and each amendment thereto (incorporated by reference to Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 to Amendment No. 1 to Form S-1 filed by nCino, Inc. with the
SEC on July 6, 2020).
|
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS X, L.P.
By: Insight Venture Associates X, L.P., its general partner
By: Insight Venture Associates X, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS (CAYMAN) X, L.P.
By: Insight Venture Associates X, L.P., its general partner
By: Insight Venture Associates X, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS (DELAWARE) X, L.P.
By: Insight Venture Associates X, L.P., its general partner
By: Insight Venture Associates X, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS X (CO-INVESTORS), L.P.
By: Insight Venture Associates X, L.P., its general partner
By: Insight Venture Associates X, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT SN HOLDINGS, LLC
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT SN HOLDINGS 2, LLC
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS IX, L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
DDated: August 31, 2023
|
INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.
By: Insight Venture Associates IX, L.P., its general partner
By: Insight Venture Associates IX, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND, L.P.
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (CAYMAN), L.P.
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (DELAWARE), L.P.
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE PARTNERS GROWTH-BUYOUT COINVESTMENT FUND (B), L.P.
By: Insight Venture Associates Growth-Buyout Coinvestment, L.P., its general partner
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE ASSOCIATES X, L.P.
By: Insight Venture Associates X, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE ASSOCIATES X, LTD.
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE ASSOCIATES IX, L.P.
By: Insight Venture Associates IX, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE ASSOCIATES IX, LTD.
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, L.P.
By: Insight Venture Associates Growth-Buyout Coinvestment, Ltd., its general partner
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: August 31, 2023
|
INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, LTD.
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Authorized Officer
|
||
Dated: January 18, 2022
|
INSIGHT HOLDINGS GROUP, LLC
|
||
By:
|
/s/ Andrew Prodromos
|
||
Name:
|
Andrew Prodromos
|
||
Title:
|
Attorney-in-fact
|
||