0000899140-24-000794.txt : 20240801 0000899140-24-000794.hdr.sgml : 20240801 20240801182444 ACCESSION NUMBER: 0000899140-24-000794 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20240730 FILED AS OF DATE: 20240801 DATE AS OF CHANGE: 20240801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168291 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners X (Co-Investors), L.P. CENTRAL INDEX KEY: 0001710834 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168283 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Delaware) X, L.P. CENTRAL INDEX KEY: 0001710835 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168285 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Cayman) X, L.P. CENTRAL INDEX KEY: 0001710860 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168286 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight SN Holdings 2, LLC CENTRAL INDEX KEY: 0001903196 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168290 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates X, Ltd. CENTRAL INDEX KEY: 0001803240 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168287 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates X, L.P. CENTRAL INDEX KEY: 0001844845 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168288 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners X, L.P. CENTRAL INDEX KEY: 0001710959 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168284 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight SN Holdings, LLC CENTRAL INDEX KEY: 0001903190 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 241168289 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 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 form4.xml X0508 4 2024-07-30 0001902733 nCino, Inc. NCNO 0001305473 Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001903196 Insight SN Holdings 2, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TTH FLOOR NEW YORK NY 10036 true true 0001903190 Insight SN Holdings, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001844845 Insight Venture Associates X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001803240 Insight Venture Associates X, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001710860 Insight Venture Partners (Cayman) X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001710835 Insight Venture Partners (Delaware) X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001710959 Insight Venture Partners X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001710834 Insight Venture Partners X (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true true Common Stock 2024-07-30 4 S 0 340 33.325 D 604669 I See footnote Common Stock 2024-07-30 4 S 0 579 33.325 D 1449301 I See footnote Common Stock 2024-07-30 4 S 0 112 33.325 D 280354 I See footnote Common Stock 2024-07-30 4 S 0 383 33.325 D 1204797 I See footnote Common Stock 2024-07-31 4 S 0 2220 33.1058 D 602449 I See footnote Common Stock 2024-07-31 4 S 0 3781 33.1058 D 1445520 I See footnote Common Stock 2024-07-31 4 S 0 731 33.1058 D 279623 I See footnote Common Stock 2024-07-31 4 S 0 2500 33.1058 D 1202297 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 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 2024-08-01 EX-99.1 2 i77412472a.htm EXPLANATION OF RESPONSES

EXHIBIT 99.1

EXPLANATION OF RESPONSES
(1)
The price reported in Column 4 is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $33.320 to $33.450, 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 footnotes (1) and (2).
(2)
The price reported in Column 4 is a weighted average price.  These shares were sold in multiple transactions at prices ranging from $33.015 to $33.210, 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 footnotes (1) and (2).
(3)
Held directly by Insight SN Holdings, LLC
(4)
Held directly by Insight Venture Partners (Cayman) X, L.P.
(5)
Held directly by Insight Venture Partners (Delaware) X, L.P.
(6)
Held directly by Insight SN Holdings 2, LLC
(7)
The transactions on this Form 4 were made pursuant to a Rule 10b5-1 plan adopted on April 10, 2024.

EX-99.2 3 i77412472b.htm JOINT FILERS' SIGNATURE

EXHIBIT 99.2
JOINT FILERS’ SIGNATURES

INSIGHT HOLDINGS GROUP, LLC
   
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE ASSOCIATES X, LTD.
     
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE ASSOCIATES X, L.P.
By: Insight Venture Associates X, Ltd., its general partne
     
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
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
     
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
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
     
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
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
     
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
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
     
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT SN HOLDINGS, LLC
     
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT SN HOLDINGS 2, LLC
     
By:
/s/Andrew Prodromos                                    
Date:  8/01/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
EX-99.3 4 i77412472c.htm JOINT FILER INFORMATION

EXHIBIT 99.3
JOINT FILER INFORMATION
602,449 shares of common stock are held of record by Insight SN Holdings, LLC (“IVP X HoldCo 1”), 1,202,297 shares of common stock are held of record by Insight SN Holdings 2, LLC (“IVP X Holdco 2”), 1,445,520 shares of common stock are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”) and 279,623 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.
4,600,085 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 2,285,672 shares of common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 487,378 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”) and 91,824 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.
1,869,424 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 1,502,908 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment Cayman”), 1,381,929 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment Delaware”) and  1,700,835 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.