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SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

 

nCino, Inc.

(Name of Issuer)

 

Common Stock, $0.0005 Par Value Per Share

(Title of Class of Securities)

 

63947X101

(CUSIP Number)

 

Andrew Prodromos

Managing Director and Chief Compliance Officer

Insight Partners

1114 Avenue of the Americas, 36th Floor

New York, NY 10036

(212) 230-9200

 

With a copy to:

Matthew J. Haddad

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019

(212) 728-8000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

June 21, 2024

(Date of Event which Requires

Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ¨

 

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

SCHEDULE 13D

 

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

2,592,004 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,592,004 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,592,004 (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)

2.3% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

2,125,473 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,125,473 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,125,473 (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)

1.8% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

411,152 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

411,152 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

411,152 (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)

0.4% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

61,673 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

61,673 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

61,673 (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.

 

 

 

 

SCHEDULE 13D

 

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

1,248,261 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,248,261 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,248,261 (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)

1.1% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

OO

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

1,405,416 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

1,405,416 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,405,416 (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)

1.2% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

OO

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

6,763,910 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

6,763,910 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,763,910 (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)

5.9% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

3,360,825 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

3,360,825 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

3,360,825 (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.

 

 

 

 

SCHEDULE 13D

 

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

716,636 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

716,636 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

716,636 (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.

 

 

 

 

SCHEDULE 13D

 

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

135,015 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

135,015 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

135,015 (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.

 

 

 

 

SCHEDULE 13D

 

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

2,748,779 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,748,779 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,748,779 (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)

2.4% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

2,209,859 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,209,859 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,209,859 (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)

1.9% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

2,031,972 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,031,972 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,031,972 (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)

1.8% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

2,500,888 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

2,500,888 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

2,500,888 (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)

2.2% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

5,190,302 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,190,302 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,190,302 (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.

 

 

 

 

SCHEDULE 13D

 

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

5,199,849 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

5,199,849 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

5,199,849 (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)

CO

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

10,976,386 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

10,976,386 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,976,386 (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)

9.5% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

10,976,386 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

10,976,386 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

10,976,386 (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)

9.5% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

9,491,498 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,491,498 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,491,498 (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)

8.2% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

PN

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

9,491,498 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

9,491,498 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,491,498 (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)

8.2% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

CO

 

(1)See Item 5.

 

 

 

 

SCHEDULE 13D

 

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

25,658,186 (1)

9

SOLE DISPOSITIVE POWER

0

10

SHARED DISPOSITIVE POWER

25,658,186 (1)

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

25,658,186 (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)

22.3% (1)

14

TYPE OF REPORTING PERSON (See Instructions)

OO

 

(1)See Item 5.

 

 

 

 

This Amendment No. 5 to Schedule 13D (this “Amendment No. 5”) is being filed on behalf of the Reporting Persons (as defined below) with respect to the shares of Common Stock, par value $0.0005 per share (the “Common Stock”), of nCino, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 18, 2022 (the “Schedule 13D”), as previously amended on September 1, 2023, April 3, 2024, April 9, 2024 and June 14, 2024, on behalf of the following persons (each, a “Reporting Person”, and collectively, the “Reporting Persons”): (i) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership (“IVP X”); (ii) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman X”); (iii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership (“IVP Delaware X”); (iv) Insight Venture Partners X (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”); (v) Insight SN Holdings, LLC, a Delaware limited liability company (“IVP X HoldCo 1”); (vi) Insight SN Holdings 2, LLC, a Delaware limited liability company (“IVP X HoldCo 2” and, together with IVP X HoldCo 1, the “IVP X HoldCos”); (vii) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership (“IVP IX”), (viii) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman IX”), (ix) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership (“IVP Delaware IX”), (x) Insight Venture Partners IX (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”); (xi) Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership (“IVP GBCF”), (xii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited partnership (“IVP Cayman GBCF”), (xiii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., a Delaware limited partnership (“IVP Delaware GBCF”), (xiv) Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P., a Cayman Islands exempted limited partnership (“IVP B GBCF” and, together with IVP GBCF, IVP Cayman GBCF and IVP Delaware GBCF, the “IVP GBCF Funds”); (xv) Insight Venture Associates X, L.P., a Cayman Islands exempted limited partnership (“IVA X”); (xvi) Insight Venture Associates X, Ltd., a Cayman Islands exempted company (“IVA X Ltd”); (xvii) Insight Venture Associates IX, L.P., a Cayman Islands exempted limited partnership (“IVA IX”); (xviii) Insight Venture Associates IX, Ltd., a Cayman Islands exempted company (“IVA IX Ltd”); (xix) Insight Venture Associates Growth-Buyout Coinvestment, L.P., a Cayman Islands exempted limited partnership (“IVA GBC”); (xx) Insight Venture Associates Growth-Buyout Coinvestment Ltd., a Cayman Islands exempted company (“IVA GBC Ltd”); and (xxi) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”). This Amendment No. 5 is being filed to reflect changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and is being filed to amend Items 3 and 5 of the Schedule 13D as follows:

 

Item 3.Source and Amount of Funds or Other Considerations.

 

Item 3 of the Schedule 13D is amended to add the following:

 

On June 18, 2024, the Reporting Persons sold 703,952 shares of Common Stock in open market transactions at a price per share of $31.55. These shares were sold in multiple transactions at prices ranging from $31.500 to $31.700, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

 

On June 21, 2024, the Reporting Persons sold 456,169 shares of Common Stock in open market transactions at a price per share of $31.60. These shares were sold in multiple transactions at prices ranging from $31.400 to $31.815, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

 

On June 24, 2024, the Reporting Persons sold 323,332 shares of Common Stock in open market transactions at a price per share of $31.53. These shares were sold in multiple transactions at prices ranging from $31.500 to $31.765, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

 

 

 

 

Item 5.Interest in Securities of the Issuer.

 

Items 5(a) and 5(b) of the Schedule 13D are amended as follows:

 

The responses of the Reporting Persons on the cover pages hereof are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own an aggregate of 25,658,186 shares of Common Stock, which represent approximately 22.30% of the Common Stock outstanding. The percentage of the Common Stock beneficially owned by each Reporting Person as reported herein (including on the cover pages hereof) is calculated based on 115,084,198 shares of Common Stock outstanding as of May 24, 2024, as set forth in the Issuer’s quarterly report for the quarterly period ended April 30, 2024, as filed with the SEC on May 29, 2024 (the “10-Q”).

 

Each of Holdings, IVA X Ltd, IVA IX Ltd, IVA GBC Ltd, IVA X, IVA IX and IVA GBC expressly declare that nothing herein shall be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered hereby. IVP X expressly declares that nothing herein shall be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of all of the securities owned by the IVP X HoldCos.

 

255,130 shares of Common Stock (includes 5,874 restricted stock units) are beneficially owned by Jeffrey Horing, a Scheduled Person. To the Reporting Persons’ knowledge, no shares of Common Stock are beneficially owned by any other Scheduled Person.

 

Item 5(c) of the Schedule 13D is amended as follows:

 

The information contained in Item 3 of this Amendment No. 5 is incorporated herein by reference, as applicable.

 

Item 7.Material to Be Filed as Exhibits.

 

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). 

 

 

 

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Dated:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 INSIGHT SN HOLDINGS, LLC
   
  By: /s/ Andrew Prodromos
  Name: Andrew Prodromos
  Title: Authorized Officer

 

 

 

 

Dated:  June 25, 2024 INSIGHT SN HOLDINGS 2, LLC
   
  By: /s/ Andrew Prodromos
  Name: Andrew Prodromos
  Title: Authorized Officer
   
Dated:  June 25, 2024 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
   
Dated:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 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:  June 25, 2024 INSIGHT VENTURE ASSOCIATES X, LTD.
   
  By: /s/ Andrew Prodromos
  Name: Andrew Prodromos
  Title: Authorized Officer
   
Dated:  June 25, 2024 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:  June 25, 2024 INSIGHT VENTURE ASSOCIATES IX, LTD.
   
  By: /s/ Andrew Prodromos
  Name: Andrew Prodromos
  Title: Authorized Officer
   
Dated:  June 25, 2024 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:  June 25, 2024 INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, LTD.
   
  By: /s/ Andrew Prodromos
  Name: Andrew Prodromos
  Title: Authorized Officer
   
Dated:  June 25, 2024 INSIGHT HOLDINGS GROUP, LLC
   
  By: /s/ Andrew Prodromos
  Name: Andrew Prodromos
  Title: Attorney-in-Fact