SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),

(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2

(Amendment No.   )*

NCINO, INC.

(Name of Issuer)

COMMON STOCK, $0.0005 PAR VALUE PER SHARE

(Title of Class of Securities)

63947U107

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

⌧ Rule 13d-1(d)

The information required in 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 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).

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

(1)	Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020.

nCino, Inc. (the “Issuer”)

6770 Parker Farm Drive, Wilmington, North Carolina 28405

This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership (“IVP IX”), (ii) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman IX”), (iii) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership (“IVP Delaware IX”), (iv) 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”), (v) Insight Venture Associates IX, L.P., a Cayman Islands exempted limited partnership (“IVA IX”), (vi) Insight Venture Associates IX, Ltd., a Cayman Islands exempted company (“IVA IX Ltd”), (vii) Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership (“IVP Coinvestment”), (viii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited partnership (“IVP Coinvestment (Cayman)”), (ix) Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., a Delaware limited partnership (“IVP Coinvestment (Delaware)”), (x) Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P., a Cayman Islands exempted limited partnership (“IVP Coinvestment (B)” and, together with IVP Coinvestment, IVP Coinvestment (Cayman) and IVP Coinvestment (Delaware), the “IVP Coinvestment Funds”), (xi) Insight Venture Associates Growth-Buyout Coinvestment, L.P., a Cayman Islands exempted limited partnership (“IVA Coinvestment”), (xii) Insight Venture Associates Growth-Buyout Coinvestment Ltd., a Cayman Islands exempted company (“IVA Coinvestment Ltd”) and (xiii) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”).

The general partner of each of the IVP IX Funds is IVA IX, whose general partner is IVA IX Ltd. The general partner of each of the IVP Coinvestment Funds is IVA Coinvestment, whose general partner is IVA Coinvestment Ltd. The sole shareholder of IVA IX Ltd and IVA Coinvestment Ltd is Holdings. 

The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.

See Item 2(a).

Common Stock, par value $0.0005 per share (“Common Stock”)

63947U107

 

 

 

 

 

 

 

 

Not applicable.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Not applicable.

As the general partner of the Insight IVP IX Funds, IVA IX may be deemed to beneficially own all 17,805,007 shares of Common Stock held directly by the IVP IX Funds. As the general partner of IVA IX, IVA IX Ltd may be deemed to beneficially own all 17,805,007 shares of Common Stock held directly by the IVP IX Funds. As the general partner of each of the IVP Coinvestment Funds, IVA Coinvestment may be deemed to beneficially own all 15,396,342 shares of Common Stock held directly by the IVP Coinvestment Funds. As the general partner of IVA Coinvestment, IVA Coinvestment Ltd may be deemed to beneficially own all 15,396,342 shares of Common Stock held directly by the IVP Coinvestment Funds. As the sole shareholder of IVA IX Ltd and IVA Coinvestment Ltd., Holdings may be deemed to beneficially own all 17,805,007 shares of Common Stock held directly by the IVP IX Funds and all 15,396,342 shares of Common Stock held directly by the IVP Coinvestment Funds. The foregoing is not an admission by IVA IX, IVA IX Ltd, IVA Coinvestment, IVA Coinvestment Ltd or Holdings that it is the beneficial owner of the shares held of record by the IVP IX Funds or the IVP Coinvestment Funds, nor is it an admission by any of IVP IX Funds or the IVP Coinvestment Funds that it is the beneficial owner of any shares of Common Stock held by the other of the IVP IX Funds or the IVP Coinvestment Funds.

Not applicable.

The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.

Not applicable.

Not applicable.

SIGNATURE

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

INSIGHT HOLDINGS GROUP, LLC
By:	/s/ Andrew Prodromos
Name:	Andrew Prodromos
Title:	Attorney-in-Fact
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
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
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
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
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
INSIGHT VENTURE ASSOCIATES IX, LTD.
By:	/s/ Andrew Prodromos
Name:	Andrew Prodromos
Title:	Authorized Officer
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
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
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
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
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
INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, LTD.
By:	/s/ Andrew Prodromos
Name:	Andrew Prodromos
Title:	Authorized Officer

EXHIBIT INDEX

 

Exhibit 99.1

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or its knows or has reason to believe that such information is inaccurate.

Date: February 8, 2021