SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
Common stock, par value $0.0005 per share
(Title of Class of Securities)
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 remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
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 (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.
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NAME OF REPORTING PERSON
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
SEC USE ONLY
CITIZENSHIP OR PLACE OF ORGANIZATION
SOLE VOTING POWER
SHARED VOTING POWER
SOLE DISPOSITIVE POWER
SHARED DISPOSITIVE POWER
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
TYPE OF REPORTING PERSON
The percentage is calculated based upon (i) 92,294,563 shares of outstanding common stock as of November 30, 2020 as reported in the Issuers Quarterly Report on Form 10-Q for the three months ended October 31, 2020, filed with Securities and Exchange Commission on December 10, 2020 and (ii) 10,760,469 shares of the Issuers common stock held by Salesforce as of December 31, 2020.
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|Item 1(a).|| |
Name of Issuer:
nCino, Inc., a Delaware corporation (Issuer)
|Item 1(b).|| |
Address of Issuers Principal Executive Offices:
6770 Parker Farm Drive
Wilmington, North Carolina 28405
|Item 2(a).|| |
Name of Person Filing:
This Schedule 13G is filed by salesforce.com, inc. (Salesforce).
|Item 2(b).|| |
Address of Principal Business Office or, if None, Residence:
The principal business address of Salesforce is 415 Mission Street, 3rd Floor, San Francisco, CA 94105.
|Item 2(c).|| |
Salesforce is a Delaware corporation.
|Item 2(d).|| |
Title of Class of Securities:
Common stock, par value $0.0005
|Item 2(e).|| |
|Item 3.|| |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
Group, in accordance with §240.13d-1(b)(1)(ii)(K).
|Item 4.|| |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
Amount beneficially owned:
See Cover Page Item 9.
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Percent of class: See Cover Page Item 11.
Number of shares as to which the person has:
Sole power to vote or to direct the vote: See Cover Page Item 5.
Shared power to vote or to direct the vote: See Cover Page Item 6.
Sole power to dispose or to direct the disposition of: See Cover Page Item 7.
Shared power to dispose or to direct the disposition: See Cover Page Item 8.
|Item 5.|| |
Ownership of Five Percent or Less of a Class.
|Item 6.|| |
Ownership of More Than Five Percent on Behalf of Another Person.
|Item 7.|| |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Salesforce Ventures LLC, a Delaware limited liability company and a wholly owned subsidiary of Salesforce, is the beneficial owner of 10,760,469 shares of common stock as of December 31, 2020.
|Item 8.|| |
Identification and Classification of Members of the Group.
|Item 9.|| |
Notice of Dissolution of Group.
|Item 10.|| |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
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After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
February 10, 2021
President and Chief Financial Officer