0001104659-24-074445.txt : 20240624 0001104659-24-074445.hdr.sgml : 20240624 20240624200359 ACCESSION NUMBER: 0001104659-24-074445 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20240620 FILED AS OF DATE: 20240624 DATE AS OF CHANGE: 20240624 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HORING JEFF CENTRAL INDEX KEY: 0001119324 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241065932 MAIL ADDRESS: STREET 1: INSIGHT PARTNERS STREET 2: 680 5TH AVENUE 8TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: nCino, Inc. CENTRAL INDEX KEY: 0001902733 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 6770 PARKER FARM DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: 910-275-5491 MAIL ADDRESS: STREET 1: 6770 PARKER FARM DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: Penny HoldCo, Inc. DATE OF NAME CHANGE: 20220104 4 1 tm2418137-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-06-20 0 0001902733 nCino, Inc. NCNO 0001119324 HORING JEFF C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 1 0 1 0 0 Common Stock 2024-06-20 4 A 0 5874 0 A 117603 D Common Stock 26437687 I See Footnotes Common Stock 137527 I See Footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 Exhibit 99.1 - Explanation of Responses /s/ Jeffrey Horing 2024-06-24 EX-99.1 2 tm2418137d1_ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

EXPLANATION OF RESPONSES

(1)

Represents restricted stock units (''RSUs'') that vest in full on the earlier of June 20, 2025 and the date of the next annual meeting of the issuer’s stockholders, subject to the reporting person's continued service through the applicable vesting date. These RSUs fully vest upon a change in control of the issuer.

(2)

6,969,400 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 3,462,927 shares of common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 738,408 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”) and 139,116 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, “Fund IX”). 2,832,288 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP GBCF”), 2,276,995 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP GBCF Cayman”), 2,093,704 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP GBCF Delaware”) and 2,576,866 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. (“IVP GBCF (B)” and, together with IVP GBCF, IVP GBCF Cayman and IVP GBCF Delaware, “GBCF”). 1,286,183 shares of common stock are held of record by Insight SN Holdings, LLC (“Fund X HoldCo 1”), 1,448,112 shares of common stock are held of record by Insight SN Holdings 2, LLC (“Fund X HoldCo 2” and, together with Fund X HoldCo 1, the “Fund X HoldCos”). 2,190,045 shares of common stock are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”), 423,643 shares of common stock are held of record by Insight Venture Partners (Delaware) X, L.P. (“IVP Delaware X”), 2,670,748 shares of common stock are held of record by Insight Venture Partners X, L.P. (“IVP X”) and 63,547 shares of common stock are held of record by Insight Venture Partners X (Co-Investors), L.P. (“IVP Co-Investors X”, together with IVP Cayman X, IVP Delaware X and IVP X, “Fund X”).

(3)

Insight Holdings Group, LLC (“Holdings”) is the sole shareholder of each of Insight Venture Associates IX, Ltd. (“IVA IX Ltd”), Insight Venture Associates Growth-Buyout Coinvestment, Ltd. (“IVA GBCF Ltd”) and Insight Venture Associates X, Ltd. (“IVA X Ltd”), IVA IX Ltd is the general partner of Insight Venture Associates IX, L.P. (“IVA IX LP”), IVA GBCF Ltd is the general partner of Insight Venture Associates Growth-Buyout Coinvestment, L.P. (“IVA GBCF LP”) and IVA X Ltd is the general partner of Insight Venture Associates X, L.P. (“IVA X LP”), and, in turn, IVA IX LP is the general partner of Fund IX, IVA GBCF LP is the general partner of GBCF, IVA X LP is the general partner of Fund X, and IVP X and IVP Co-Investors X are the sole members of each of the Fund X HoldCos. 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 foregoing entities. The foregoing is not an admission by Holdings, IVA IX Ltd, IVA GBCF Ltd, IVA X Ltd, IVA IX LP, IVA GBCF LP and IVA X LP that it is the beneficial owner of the shares held of record by the foregoing entities. Each of Jeffrey Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett disclaim beneficial ownership of the shares held by entities affiliated with Insight Partners, except to the extent of his pecuniary interest therein, if any. The address for these entities is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, NY 10036.

(4)

4,960 shares of common stock are held of record by JPH DE Trust Holdings LLC and 132,567 shares of common stock are held of record by JPH Private Investments LLC. The reporting person controls JPH DE Trust Holdings LLC and JPH Private Investments LLC. By reason of the provisions of Rule 16a-1 under the Exchange Act, the reporting person may be deemed to be the beneficial owner of the shares of common stock held of record by JPH DE Trust Holdings LLC and JPH Private Investments LLC.