| 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) 07/11/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 07/15/2024 |
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 | 07/11/2024 | S | 41,673 | D | $31.5041(1) | 1,168,246 | I | See footnote(2) | ||
| Common Stock | 07/11/2024 | S | 70,958 | D | $31.5041(1) | 1,989,229 | I | See footnote(3) | ||
| Common Stock | 07/11/2024 | S | 13,726 | D | $31.5041(1) | 384,797 | I | See footnote(4) | ||
| Common Stock | 07/11/2024 | S | 46,919 | D | $31.5041(1) | 1,315,327 | I | See footnote(5) | ||
| Common Stock | 07/11/2024 | S | 465,409 | D | $31 | 702,837 | I | See footnote(2) | ||
| Common Stock | 07/11/2024 | S | 372,771 | D | $31 | 1,616,458 | I | See footnote(3) | ||
| Common Stock | 07/11/2024 | S | 72,109(6) | D | $31 | 312,688(7) | I | See footnote(4) | ||
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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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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 second 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 | 07/24/2024 | |
| ** 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
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(1)
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The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.500
to $31.675, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at
each separate price within the range set forth in this footnote (1). This amendment is being filed to correct an inadvertent typographical error in the original Form 4,
filed July 15, 2024 (the “Original Form 4”), in which footnotes (1) and (2) were referenced instead of only footnote (1).
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(2)
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Held directly by Insight SN Holdings, LLC
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(3)
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Held directly by Insight Venture Partners (Cayman) X, L.P.
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(4)
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Held directly by Insight Venture Partners (Delaware) X, L.P.
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(5)
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Held directly by Insight SN Holdings 2, LLC
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(6)
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This amendment is being filed to correct an inadvertent typographical error in the Original Form 4 in which the number of shares sold by
Insight Venture Partners (Delaware) X, L.P. was reported as 125,685 instead of 72,109.
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(7)
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This amendment is being filed to correct an inadvertent typographical error in the Original Form 4 in which the number of shares held by
Insight Venture Partners (Delaware) X, L.P. following the transaction was reported as 259,122 instead of 312,688.
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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: 7/24/24
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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 X, LTD.
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By:
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/s/Andrew Prodromos
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Date: 7/24/24
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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 X, L.P.
By: Insight Venture Associates X, Ltd., its general partne
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By:
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/s/Andrew Prodromos
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Date: 7/24/24
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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 X, L.P.
By: Insight Venture Associates X, L.P., its general partner
By: Insight Venture Associates X, Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 7/24/24
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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) X, L.P.
By: Insight Venture Associates X, L.P., its general partner
By: Insight Venture Associates X, Ltd. its general partner
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By:
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/s/Andrew Prodromos
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Date: 7/24/24
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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) X, L.P.
By: Insight Venture Associates X, L.P., its general partner
By:Insight Venture Associates X, Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 7/24/24
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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 X (CO-INVESTORS), L.P.
By: Insight Venture Associates X, L.P., its general partner
By: Insight Venture Associates X, Ltd., its general partner
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By:
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/s/Andrew Prodromos
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Date: 7/24/24
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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 SN HOLDINGS, LLC
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By:
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/s/Andrew Prodromos
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Date: 7/24/24
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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 SN HOLDINGS 2, LLC
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By:
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/s/Andrew Prodromos
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Date: 7/24/24
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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
702,837 shares of common stock are held of record by Insight SN Holdings, LLC (“IVP X HoldCo 1”), 1,315,327 shares of common stock are
held of record by Insight SN Holdings 2, LLC (“IVP X Holdco 2”), 1,616,458 shares of common stock are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”) and 312,688 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”). This amendment is being filed to correct an inadvertent typographical error in the Original Form 4, in which the
number of shares held by Insight Venture Partners (Delaware) X, L.P. was reported as 259,112 instead of 312,688.
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.
5,144,064 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 2,555,961 shares of common stock are
held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 545,013 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”) and 102,682 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.
2,090,491 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP
Coinvestment”), 1,680,633 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment Cayman”), 1,545,347 shares of common stock are held of record by Insight Venture Partners
Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment Delaware”) and 1,901,966 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.