0001567619-20-017760.txt : 20201013 0001567619-20-017760.hdr.sgml : 20201013 20201013170922 ACCESSION NUMBER: 0001567619-20-017760 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20201013 FILED AS OF DATE: 20201013 DATE AS OF CHANGE: 20201013 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39380 FILM NUMBER: 201237292 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 Growth-Buyout Coinvestment Ltd. CENTRAL INDEX KEY: 0001745336 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39380 FILM NUMBER: 201237293 BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36 FLOOR STREET 2: INSIGHT VENTURE PARTNERS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates Growth-Buyout Coinvestment, L.P. CENTRAL INDEX KEY: 0001745337 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39380 FILM NUMBER: 201237294 BUSINESS ADDRESS: STREET 1: PO BOX 309 STREET 2: UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 2122309200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS 36 FLOOR STREET 2: INSIGHT VENTURE PARTNERS CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. CENTRAL INDEX KEY: 0001641225 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39380 FILM NUMBER: 201237295 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 Growth-Buyout Coinvestment Fund (Cayman), L.P. CENTRAL INDEX KEY: 0001641177 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39380 FILM NUMBER: 201237296 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 Growth-Buyout Coinvestment Fund (Delaware), L.P. CENTRAL INDEX KEY: 0001641159 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39380 FILM NUMBER: 201237297 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 Growth-Buyout Coinvestment Fund (B), L.P. CENTRAL INDEX KEY: 0001641176 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39380 FILM NUMBER: 201237298 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: 0001566895 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 453806440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 6770 PARKER FARM DRIVE STREET 2: SUITE 200 CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: (888) 676-2466 MAIL ADDRESS: STREET 1: 6770 PARKER FARM DRIVE STREET 2: SUITE 200 CITY: WILMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: NCINO, LLC DATE OF NAME CHANGE: 20130111 4 1 doc1.xml FORM 4 X0306 4 2020-10-13 0 0001566895 NCINO, INC. NCNO 0001305473 Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001745336 Insight Venture Associates Growth-Buyout Coinvestment Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001745337 Insight Venture Associates Growth-Buyout Coinvestment, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001641225 Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001641177 Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001641159 Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 0001641176 Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 0 0 1 0 Common Stock 2020-10-13 4 S 0 646614 72 D 4458848 I See footnote Common Stock 2020-10-13 4 S 0 519840 72 D 3584654 I See footnote Common Stock 2020-10-13 4 S 0 477995 72 D 3296101 I See footnote Common Stock 2020-10-13 4 S 0 588302 72 D 4056739 I See footnote 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 two Forms 4 filed relating to the same event. The Form 4 has been split into two 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. 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 2020-10-13 EX-99.1 2 i37878691a.htm EXPLANATION OF RESPONSES

EXPLANATION OF RESPONSES

(1)

On October 13, 2020, upon the closing of a public offering of the Issuer’s common stock by certain selling shareholders and the underwriters’ exercise of the over-allotment option granted in connection with the underwritten offering, Insight Venture Partners IX, L.P., Insight Venture Partners (Cayman) IX, L.P., Insight Venture Partners (Delaware) IX, L.P., Insight Venture Partners IX (Co-Investors), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., and Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. sold an aggregate amount of 4,814,802 shares of common stock, for a price per share of $72. The price per share does not reflect underwriter discounts or fees.

(2)	Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P.

(3)	Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P.

(4)	Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P.

(5)	Held directly by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P.

EX-99.2 3 i37878691b.htm JOINT FILERS' SIGNATURES

JOINT FILERS’ SIGNATURES

INSIGHT HOLDINGS GROUP, LLC By: /s/ Andrew Prodromos Name: Andrew Prodromos Title: Attorney-in-Fact	Date: 10/13/2020
INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, LTD. By: /s/ Andrew Prodromos Name: Andrew Prodromos Title: Authorized Officer	Date: 10/13/2020
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	Date: 10/13/2020
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	Date: 10/13/2020
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	Date: 10/13/2020

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	Date: 10/13/2020
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	Date: 10/13/2020

EX-99.3 4 i37878691c.htm JOINT FILER INFORMATION

JOINT FILER INFORMATION

10,971,873 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 5,451,657 shares of common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 1,162,468 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”), and 219,009 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 Insight Holdings Group, LLC (“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.

4,458,848 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 3,584,654 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment (Cayman)”), 3,296,101 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment (Delaware)”), and 4,056,739 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.

Each of Jeffrey Horing, Deven Parekh, Peter Sobiloff, Michael Triplett, and Jeffrey Lieberman is a member of the board of managers of Holdings and as such shares voting and dispositive power over the shares held of record by the IVP IX Funds and 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. Each of Messrs. Horing, Parekh, Sobiloff, Triplett and Lieberman disclaims beneficial ownership of the shares held by the IVP IX Funds and the IVP Coinvestment 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, 36^th Floor, New York, New York 10036.