| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
nCino, Inc. [ NCNO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/09/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 04/09/2024 | J(1)(2)(3) | 1,318,083 | D | $0(1)(2)(3) | 7,648,418 | I | See footnote(4) | ||
| Common Stock | 04/09/2024 | J(1)(2)(3) | 26,310 | D | $0(1)(2)(3) | 152,670 | I | See footnote(5) | ||
| Common Stock | 04/09/2024 | J(1)(2)(3) | 654,922 | D | $0(1)(2)(3) | 3,800,314 | I | See footnote(6) | ||
| Common Stock | 04/09/2024 | J(1)(2)(3) | 139,650 | D | $0(1)(2)(3) | 810,349 | I | See footnote(7) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. See Exhibit 99.1 |
| 2. See Exhibit 99.1 |
| 3. See Exhibit 99.1 |
| 4. See Exhibit 99.1 |
| 5. See Exhibit 99.1 |
| 6. See Exhibit 99.1 |
| 7. See Exhibit 99.1 |
| Remarks: |
| This Form 4 is the first of three Forms 4 filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. Each Form 4 is filed by Designated Filer, Insight Holdings Group, LLC. Jeffrey Horing, a member of the board of managers of Insight Holdings Group, LLC, serves on the Board of Directors of the Issuer (the "Board"). Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons may be deemed to be a "director by deputization" of the Issuer as a result of the service of Mr. Horing on the Board. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information |
| Insight Holdings Group, LLC, by Andrew Prodromos, its Authorized Signatory /s/Andrew Prodromos | 04/11/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
EXHIBIT 99.1
EXPLANATION OF RESPONSES
EXPLANATION OF RESPONSES
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(1)
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On April 9, 2024, Insight Venture Partners IX, L.P., Insight Venture Partners IX (Co-Investors), L.P., Insight Venture Partners (Cayman) IX, L.P.
and Insight Venture Partners (Delaware) IX, L.P. (collectively, the “Insight IX Funds”) distributed an aggregate of 2,138,965 shares of common stock of nCino, Inc. (the “Issuer”), par value $0.0005 per share (the “Shares”) to their partners
on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities (the “Insight IX Funds Distribution”). The respective partners of the
Insight IX Funds did not furnish any consideration in exchange for shares received in connection with the Insight IX Funds Distribution.
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(2)
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In connection with the Insight IX Funds Distribution, Insight Venture Associates IX, L.P. (“IVA IX LP”), the general partner of each of the Insight
IX Funds, acquired direct ownership of 232,122 Shares, Insight Venture Partners IX (Class A), L.P. (“IVP IX Class A”), an entity controlled by Insight Holdings Group, LLC (“Holdings”), acquired direct ownership of 73,447 Shares, and NV
Secondary L.P. (“NV Secondary”), an entity controlled by Holdings, acquired direct ownership of 6,683 Shares. The respective partners of the Insight IX Funds, including IVA IX LP, IVP IX Class A and NV Secondary, did not furnish any
consideration in exchange for the Shares received in connection with the Insight IX Funds Distribution.
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(3)
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On April 9, 2024, IVA IX LP distributed 257,662 Shares pro rata to its partners (including 14,686 Shares to IVP (Rome), L.P. (“IVP Rome”), an
entity controlled by Holdings, which further distributed such Shares pro rata to its partners), IVP IX Class A distributed 73,447 Shares pro rata to its partners (including 25,540 Shares to IVA IX LP, which further distributed such Shares pro
rata to its partners as described herein) and NV Secondary distributed 6,683 Shares pro rata to its partners, in each case, in accordance with their respective ownership interests as determined in accordance with the applicable limited
partnership agreements of such entities. The respective partners of IVA IX LP, IVP IX Class A, NV Secondary and IVP Rome did not furnish any consideration in exchange for the Shares received in connection with such distribution.
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(4)
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Held directly by Insight Venture Partners IX, L.P.
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(5)
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Held directly by Insight Venture Partners IX (Co-Investors), LP.
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(6)
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Held directly by Insight Venture Partners (Cayman) IX, L.P.
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(7)
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Held directly by Insight Venture Partners (Delaware) IX, L.P.
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EXHIBIT 99.2
JOINT FILERS’ SIGNATURES
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INSIGHT HOLDINGS GROUP, LLC
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By:
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/s/Andrew Prodromos
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Date: 4/11/24
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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INSIGHT VENTURE ASSOCIATES IX, LTD.
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By:
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/s/Andrew Prodromos
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Date: 4/11/24
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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INSIGHT VENTURE ASSOCIATES IX, L.P.
By: Insight Venture Associates IX, Ltd., its general partne
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By:
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/s/Andrew Prodromos
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Date: 4/11/24
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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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
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By:
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/s/Andrew Prodromos
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Date: 4/11/24
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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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
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By:
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/s/Andrew Prodromos
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Date: 4/11/24
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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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
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By:
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/s/Andrew Prodromos
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Date: 4/11/24
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P.
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By:
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/s/Andrew Prodromos
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Date: 4/11/24
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Name:
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Andrew Prodromos
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Title:
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Attorney-in-Fact
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EXHIBIT 99.3
JOINT FILER INFORMATION
JOINT FILER INFORMATION
1,411,494 shares of common stock are held of record by Insight SN Holdings, LLC (“IVP X HoldCo 1”), 1,589,199 shares of common stock are held of record by Insight SN Holdings 2, LLC (“IVP X Holdco
2”), 2,403,417 shares of common stock are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”) and 464,918 shares of common stock are held of record by Insight Venture Partners (Delaware) X, L.P. (“IVP Delaware X” and,
together with IVP X Holdco 1, IVP X Holdco 2 and IVP Cayman X, the “IVP X Entities”).
The amount listed as owned by each IVP X Entity may be deemed to be attributable to each of the other IVP X Entities, Insight Venture Partners X, L.P. (“IVP X”), Insight Venture Partners X
(Co-Investors), L.P. (“IVP Co-Investors X”), Insight Venture Associates X, L.P. (“IVA X”), Insight Venture Associates X, Ltd. (“IVA X Ltd”) and Insight Holdings Group, LLC (“Holdings”), because Holdings is the sole shareholder of IVA X Ltd, which in
turn is the general partner of IVA X, which in turn is the general partner of each of IVP X, IVP Cayman X, IVP Delaware X and IVP Co-Investors X, and IVP X and IVP Co-Investors X in turn are the sole members of each of IVP X HoldCo 1 and IVP X HoldCo
2.
7,648,418 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 3,800,314 shares of common stock are held of record by Insight Venture Partners (Cayman) IX,
L.P. (“IVP Cayman IX”), 810,349 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”) and 152,670 shares of common stock are held of record by Insight Venture Partners IX (Co-Investors), L.P.
(“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”).
The amount listed as owned by each IVP IX Fund may be deemed to be attributable to each of the other IVP IX Funds, Insight Venture Associates IX, L.P. (“IVA IX”), Insight Venture Associates IX,
Ltd. (“IVA IX Ltd”) and Holdings, because Holdings is the sole shareholder of IVA IX Ltd, which in turn is the general partner of IVA IX, which in turn is the general partner of each of the IVP IX Funds.
3,108,233 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 2,498,839 shares of common stock are held of record by
Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment Cayman”), 2,297,690 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment
Delaware”) and 2,827,926 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. (“IVP Coinvestment (B)” and, together with IVP Coinvestment, IVP Coinvestment Cayman and IVP Coinvestment
Delaware, the “IVP Coinvestment Funds” and, IVP Coinvestment Funds together with the IVP X Entities and the IVP IX Funds, the “Funds”).
The amount listed as owned by each IVP Coinvestment Fund may be deemed to be attributable to each of the other IVP Coinvestment Funds, Insight Venture Associates Growth-Buyout Coinvestment, L.P.
(“IVA Coinvestment”), Insight Venture Associates Growth-Buyout Coinvestment, Ltd. (“IVA Coinvestment Ltd”) and Holdings, because Holdings is the sole shareholder of IVA Coinvestment Ltd, which in turn is the general partner of IVA Coinvestment, which
in turn is the general partner of each of the IVP Coinvestment Funds.
Each of Jeffrey Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may be deemed to have shared voting and dispositive power over the
shares held of record by the Funds. The foregoing is not an admission by IVA IX, IVA IX Ltd, IVA Coinvestment, IVA Coinvestment Ltd, IVA X, IVA X Ltd or Holdings that it is the beneficial owner of the shares held of record by the Funds. Each of
Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held by the Funds, except to the extent of his pecuniary interest therein, if any.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York
10036.