0001140361-22-001327.txt : 20220111
0001140361-22-001327.hdr.sgml : 20220111
20220111161618
ACCESSION NUMBER: 0001140361-22-001327
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220107
FILED AS OF DATE: 20220111
DATE AS OF CHANGE: 20220111
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Desmond Sean
CENTRAL INDEX KEY: 0001815194
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39380
FILM NUMBER: 22524070
MAIL ADDRESS:
STREET 1: 6770 PARKER FARM DRIVE
STREET 2: SUITE 300
CITY: WILMINGTON
STATE: NC
ZIP: 28405
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: nCino OpCo, 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, INC.
DATE OF NAME CHANGE: 20140110
FORMER COMPANY:
FORMER CONFORMED NAME: NCINO, LLC
DATE OF NAME CHANGE: 20130111
4
1
form4.xml
FORM 4
X0306
4
2022-01-07
true
0001566895
nCino OpCo, Inc.
NCNO
0001815194
Desmond Sean
6770 PARKER FARM DRIVE
SUITE 200
WILMINGTON
NC
28405
true
Chief Customer Success Officer
Common Stock
2022-01-07
4
D
0
54358
D
21620
D
Common Stock
2022-01-07
4
D
0
21620
D
0
D
Restricted Stock Units
2022-01-07
4
D
0
25000
D
2026-08-15
Common Stock
25000
0
D
Restricted Stock Units
2022-01-07
4
D
0
40782
D
2027-06-08
Common Stock
40782
0
D
Stock Option (Right to Buy)
1.29
2022-01-07
4
D
0
44519
D
2024-02-01
Common Stock
44519
0
D
Stock Option (Right to Buy)
1.29
2022-01-07
4
D
0
17642
D
2024-08-01
Common Stock
17642
0
D
Stock Option (Right to Buy)
4.98
2022-01-07
4
D
0
256276
D
2027-02-01
Common Stock
256276
0
D
Pursuant to the Agreement and Plan of Merger, dated November 16, 2021 (the "Merger Agreement"), by and among the Issuer, Penny HoldCo, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Parent"), SimpleNexus, LLC, a Utah limited liability company (the "SimpleNexus"), and certain other parties, effective January 7, 2022, among other things: (i) the Issuer merged with a merger sub and survived such merger as a wholly owned subsidiary of Parent (the "nCino Merger"); (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 Parent; (iii) SimpleNexus merged with a separate merger sub and survived such merger as a wholly owned indirect subsidiary of Parent (the mergers contemplated in clauses (i) - (iii) hereof, collectively, the "Mergers"). Upon completion of the Mergers, Parent changed its name to nCino, Inc.
Pursuant to the Merger Agreement, at the effective time of the nCino Merger (the "Effective Time"), these shares of the Issuer's common stock, par value $0.0005 per share, ("Shares") converted automatically into an equivalent number of shares of common stock, par value $0.0005 per share, of Parent ("Parent Shares"). As of January 7, 2022, the closing market price of the Shares was $50.82.
Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") converted automatically into an award of an equivalent number of Parent restricted stock units on substantially the same terms and conditions (including vesting and delivery schedule) as applied to such RSU immediately prior to the Effective Time.
Pursuant to the Merger Agreement, at the Effective Time, these options converted automatically into an equivalent number of options to purchase Parent Shares on substantially the same terms and conditions (including vesting schedule and per share exercise price) as applied to such options immediately prior to the Effective Time.
Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 50,000 RSUs that vest in four equal annual installments starting on August 1, 2020, subject to the reporting person's continued employment through the applicable vesting date.
Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 54,375 RSUs that vest in four equal annual installments starting on June 8, 2021, subject to the reporting person's continued employment through the applicable vesting date
This option is currently exercisable.
Includes 407 Shares acquired under the Issuer's stock purchase plan on December 31, 2021.
/s/ Jeanette Sellers, Attorney-in-fact for Sean Desmond
2022-01-11