| 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) 01/07/2022 | ||||||||||||||||||||||||||
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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 | 01/07/2022 | A | 2,217,791 | A | (1) | 2,217,791 | I(2) | See footnotes(3) | ||
| Common Stock | 01/07/2022 | A | 1,827,484 | A | (1) | 1,827,484 | I(2) | See footnotes(4) | ||
| Common Stock | 01/07/2022 | A | 3,240,081 | A | (1) | 3,240,081 | I(2) | See footnotes(5) | ||
| Common Stock | 01/07/2022 | A | 626,762 | A | (1) | 626,762 | I(2) | See footnotes(6) | ||
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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 |
| Remarks: |
| This Form 4 is the third 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 /s/ Andrew Prodromos, Attorney-in-Fact | 01/11/2022 | |
| ** 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. | ||
EXPLANATION OF RESPONSES
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(1)
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Pursuant to the Agreement and Plan of Merger, dated November 16, 2021 (the “Merger Agreement”), by and among nCino, Inc., a Delaware corporation (“Old nCino”), Penny HoldCo, Inc., a Delaware corporation and, at
the time, a wholly owned subsidiary of Old nCino (the “Issuer”), SimpleNexus, LLC, a Utah limited liability company (the “SimpleNexus”), and certain other parties, effective January 7, 2022, among other things: (i) Old nCino merged with a
merger sub and survived such merger as a wholly owned subsidiary of the Issuer; (ii) certain blocker merger sub entities merged with and into the respective corresponding blocker entity, with each of the respective blocker entities
surviving as a wholly owned subsidiary of the Issuer; (iii) SimpleNexus merged with a separate merger sub and survived such merger as a wholly owned indirect subsidiary of the Issuer (the “SimpleNexus Merger”) (the mergers contemplated in
clauses (i) – (iii) hereof, collectively, the “Mergers”). Upon completion of the Mergers, the Issuer changed its name to nCino, Inc. Pursuant to the Merger Agreement, at the effective time of the SimpleNexus Merger, the equity interests
held by Insight SN Holdings, LLC, Insight SN Holdings 2, LLC, Insight Venture Partners (Cayman) X, L.P. and Insight Venture Partners (Delaware) X, L.P. in SimpleNexus and certain of the blocker entities were automatically converted into the
right to receive the consideration payable pursuant to the terms of the Merger Agreement, including shares of common stock, par value $0.0005 per share, of the Issuer (“Shares”).
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(2)
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For purposes of the exemption under Rule 16b-3 promulgated under the Exchange Act, the Board approved the acquisition of any direct or indirect pecuniary interest in any and all of the Shares by the Reporting
Person as a result of or in connection with the transaction reported in this Form 4.
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(3)
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Held directly by Insight SN Holdings, LLC
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(4)
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Held directly by Insight SN Holdings 2, LLC
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(5)
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Held directly by Insight Venture Partners (Cayman) X, L.P.
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(6)
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Held directly by Insight Venture Partners (Delaware) X, L.P.
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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:
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01/11/2022
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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:
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01/11/2022
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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INSIGHT VENTURE ASSOCIATES X, L.P.
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:
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01/11/2022
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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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:
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01/11/2022
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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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:
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01/11/2022
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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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:
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01/11/2022
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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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:
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01/11/2022
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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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:
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01/11/2022
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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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:
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01/11/2022
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Name:
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Andrew Prodromos
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Title:
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Authorized Officer
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JOINT FILER INFORMATION
2,217,791 shares of common stock are held of record by Insight SN Holdings, LLC (“IVP X HoldCo 1”), 1,827,484 shares of common stock
are held of record by Insight SN Holdings 2, LLC (“IVP X Holdco 2”), 3,240,081 shares of common stock are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”) and 626,762 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.
10,310,944 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 5,123,257 shares of common stock
are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 1,092,443 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”) and 205,816 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.
4,190,253 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP
Coinvestment”), 3,368,720 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment Cayman”), 3,097,549 shares of common stock are held of record by Insight Venture
Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment Delaware”) and 3,812,367 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”).
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.
9,547 shares of common stock are held of record by IVP (Venice), L.P. (“IVP Venice” and, together with the IVP X Entities, the IVP IX
Funds and the IVP Coinvestment Funds, the “Funds”). The amount listed as owned by IVP Venice may be deemed to be attributable to each of IVP GP (Venice), LLC (“IVP GP Venice”), IVA X Ltd and Holdings, because Holdings is the sole shareholder of IVA X
Ltd, which in turn is the managing member of IVP GP Venice, which in turn is the general partner of IVP Venice.
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, IVP GP Venice 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.
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.