Filing Details
- Accession Number:
- 0000899140-21-000139
- Form Type:
- 13G Filing
- Publication Date:
- 2021-02-08 19:42:16
- Filed By:
- Insight Holdings Group, Llc
- Company:
- Ncino Opco Inc. (NASDAQ:NCNO)
- Filing Date:
- 2021-02-09
- SEC Url:
- 13G Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Insight Venture Partners IX | 0 | 10,971,873 | 0 | 10,971,873 | 10,971,873 | 11.9% |
| Insight Venture Partners (Cayman) IX | 0 | 5,451,657 | 0 | 5,451,657 | 5,451,657 | 5.9% |
| Insight Venture Partners (Delaware) IX | 0 | 1,162,468 | 0 | 1,162,468 | 1,162,468 | 1.3% |
| Insight Venture Partners IX (Co-Investors) | 0 | 219,009 | 0 | 219,009 | 219,009 | 0.2% |
| Insight Venture Associates IX | 0 | 17,805,007 | 0 | 17,805,007 | 17,805,007 | 19.3% |
| Insight Venture Associates IX, Ltd | 0 | 17,805,007 | 0 | 17,805,007 | 17,805,007 | 19.3% |
| Insight Venture Partners Growth-Buyout Coinvestment Fund | 0 | 4,458,848 | 0 | 4,458,848 | 4,458,848 | 4.8% |
| Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman) | 0 | 3,584,654 | 0 | 3,584,654 | 3,584,654 | 3.9% |
| Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware) | 0 | 3,296,101 | 0 | 3,296,101 | 3,296,101 | 3.6% |
| Insight Venture Partners Growth-Buyout Coinvestment Fund (B) | 0 | 4,056,739 | 0 | 4,056,739 | 4,056,739 | 4.4% |
| Insight Venture Associates Growth-Buyout Coinvestment | 0 | 15,396,342 | 0 | 15,396,342 | 15,396,342 | 16.7% |
| Insight Venture Associates Growth-Buyout Coinvestment Ltd | 0 | 15,396,342 | 0 | 15,396,342 | 15,396,342 | 16.7% |
| Insight Holdings Group | 0 | 33,201,349 | 0 | 33,201,349 | 33,201,349 | 36.0% |
Filing
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b),
(c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2
(Amendment No. )*
NCINO, INC.
(Name of Issuer)
COMMON STOCK, $0.0005 PAR VALUE PER SHARE
(Title of Class of Securities)
63947U107
(CUSIP Number)
December 31, 2020
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
⌧ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 63947U107 | | | 13G | | | Page 1 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Partners IX, L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 10,971,873 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 10,971,873 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,971,873 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 11.9%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 2 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Partners (Cayman) IX, L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 5,451,657 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 5,451,657 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5,451,657 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 3 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Partners (Delaware) IX, L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 1,162,468 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 1,162,468 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,162,468 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.3%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 4 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Partners IX (Co-Investors), L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 219,009 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 219,009 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 219,009 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.2%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 5 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Associates IX, L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 17,805,007 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 17,805,007 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,805,007 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.3%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 6 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Associates IX, Ltd. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 17,805,007 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 17,805,007 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 17,805,007 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 19.3%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 7 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 4,458,848 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 4,458,848 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,458,848 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.8%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30, 2020, as set forth in the Form 10-Q of
the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 8 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 3,584,654 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 3,584,654 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,584,654 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.9%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 9 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 3,296,101 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 3,296,101 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,296,101 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.6%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 10 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 4,056,739 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 4,056,739 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,056,739 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.4%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 11 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Associates Growth-Buyout Coinvestment, L.P. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 15,396,342 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 15,396,342 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,396,342 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.7%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) PN | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 12 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Venture Associates Growth-Buyout Coinvestment Ltd. | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 15,396,342 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 15,396,342 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,396,342 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 16.7%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| CUSIP No. 63947U107 | | | 13G | | | Page 16 of 23 Pages | ||||||||
| 1. | | NAMES OF REPORTING PERSONS Insight Holdings Group, LLC | ||||||||||||
| 2. | | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ☐ (b) ☐ | ||||||||||||
| 3. | | SEC USE ONLY | ||||||||||||
| 4. | | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware | ||||||||||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | | 5. | | SOLE VOTING POWER 0 | ||||||||||
| | 6. | | SHARED VOTING POWER 33,201,349 | |||||||||||
| | 7. | | SOLE DISPOSITIVE POWER 0 | |||||||||||
| | 8. | | SHARED DISPOSITIVE POWER 33,201,349 | |||||||||||
| 9. | | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,201,349 | ||||||||||||
| 10. | | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) ☐ | ||||||||||||
| 11. | | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 36.0%(1) | ||||||||||||
| 12. | | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO | ||||||||||||
| (1) | Calculations are based upon 92,294,563 shares of Common Stock of the Issuer outstanding as of November 30,
2020, as set forth in the Form 10-Q of the Issuer filed with the U.S. Securities and Exchange Commission on December 10, 2020. |
| Item 1(a). | Name of Issuer: |
nCino, Inc. (the “Issuer”)
| Item 1(b). | Address of Issuer’s Principal Executive Offices: |
6770 Parker Farm Drive, Wilmington, North Carolina 28405
| Item 2(a). | Name of Person Filing: |
This Statement is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting Persons”): (i) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited
partnership (“IVP IX”), (ii) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman IX”), (iii) Insight Venture
Partners (Delaware) IX, L.P., a Delaware limited partnership (“IVP Delaware IX”), (iv) Insight Venture Partners IX (Co-Investors), L.P., a Cayman Islands exempted
limited partnership (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”), (v) Insight Venture Associates IX, L.P., a Cayman Islands exempted limited partnership (“IVA IX”), (vi) Insight Venture
Associates IX, Ltd., a Cayman Islands exempted company (“IVA IX Ltd”), (vii) Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., a Cayman Islands exempted
limited partnership (“IVP Coinvestment”), (viii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited
partnership (“IVP Coinvestment (Cayman)”), (ix) Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., a Delaware limited partnership (“IVP Coinvestment (Delaware)”), (x) Insight Venture Partners Growth-Buyout Coinvestment Fund
(B), L.P., a Cayman Islands exempted limited partnership (“IVP Coinvestment (B)” and,
together with IVP Coinvestment, IVP Coinvestment (Cayman) and IVP Coinvestment (Delaware), the “IVP Coinvestment Funds”), (xi) Insight Venture Associates Growth-Buyout Coinvestment, L.P., a Cayman Islands exempted limited partnership (“IVA
Coinvestment”), (xii) Insight Venture Associates Growth-Buyout Coinvestment Ltd., a Cayman Islands exempted company (“IVA Coinvestment Ltd”) and (xiii) Insight
Holdings Group, LLC, a Delaware limited liability company (“Holdings”).
The general partner of each of the IVP IX Funds is IVA IX, whose general partner is IVA IX Ltd. The general partner of
each of the IVP Coinvestment Funds is IVA Coinvestment, whose general partner is IVA Coinvestment Ltd. The sole shareholder of IVA IX Ltd and IVA Coinvestment Ltd is Holdings.
| Item 2(b). | Address of Principal Business Office or, if None, Residence: |
The address of the principal business and principal office of each of the Reporting Persons is c/o Insight Partners, 1114
Avenue of the Americas, 36th Floor, New York, New York 10036.
| Item 2(c). | Citizenship: |
See Item 2(a).
| Item 2(d). | Title of Class of Securities: |
Common Stock, par value $0.0005 per share (“Common Stock”)
| Item 2(e). | CUSIP Number: |
63947U107
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b) or Rule 13d-2(b) or (c), check whether the person filing is a: |
| | (a) ◻ | Broker or dealer registered under Section 15 of the Exchange Act. |
| | (b) ◻ | Bank as defined in Section 3(a)(6) of the Exchange Act. |
| | (c) ◻ | Insurance company as defined in Section 3(a)(19) of the Exchange Act. |
| | (d) ◻ | Investment company registered under Section 8 of the Investment Company Act. |
| | (e) ◻ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
| | (f) ◻ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
| | (g) ◻ | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
| | (h) ◻ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; |
| | (i) ◻ | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; |
| | (j) ◻ | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Not applicable.
| Item 4. | Ownership. |
The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting
Person and is incorporated herein by reference for each such Reporting Person.
| Item 5. | Ownership of Five Percent or Less of a Class. |
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
As the general partner of the Insight IVP IX Funds, IVA IX may be deemed to beneficially own all 17,805,007 shares of
Common Stock held directly by the IVP IX Funds. As the general partner of IVA IX, IVA IX Ltd may be deemed to beneficially own all 17,805,007 shares of Common Stock held directly by the IVP IX Funds. As the general partner of each of the IVP
Coinvestment Funds, IVA Coinvestment may be deemed to beneficially own all 15,396,342 shares of Common Stock held directly by the IVP Coinvestment Funds. As the
general partner of IVA Coinvestment, IVA Coinvestment Ltd may be deemed to beneficially own all 15,396,342 shares of Common Stock held directly by the IVP Coinvestment Funds. As the sole shareholder of IVA IX Ltd and IVA Coinvestment Ltd., Holdings
may be deemed to beneficially own all 17,805,007 shares of Common Stock held directly by the IVP IX Funds and all 15,396,342 shares of Common Stock held directly by 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,
nor is it an admission by any of IVP IX Funds or the IVP Coinvestment Funds that it is the beneficial owner of any shares of Common Stock held by the other of the IVP IX Funds or the IVP Coinvestment Funds.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The agreement among the Reporting Persons to file
jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 99.1. The Reporting Persons disclaim membership in a group and this report shall not be deemed an admission by any of the Reporting Persons that they are or
may be members of a “group” for purposes of Rule 13d-5 or for any other purpose.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
| Item 10. | Certification. |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
| INSIGHT HOLDINGS GROUP, LLC | |
| By: | /s/ Andrew Prodromos |
| Name: | Andrew Prodromos |
| Title: | Attorney-in-Fact |
| INSIGHT VENTURE PARTNERS IX, L.P. | |
| By: | Insight Venture Associates IX, L.P., its general partner |
| By: | Insight Venture Associates IX, Ltd., its general partner |
| By: | /s/ Andrew Prodromos |
| Name: | Andrew Prodromos |
| Title: | Authorized Officer |
| INSIGHT VENTURE PARTNERS (CAYMAN) IX, L.P. | |
| By: | Insight Venture Associates IX, L.P., its general partner |
| By: | Insight Venture Associates IX, Ltd., its general partner |
| By: | /s/ Andrew Prodromos |
| Name: | Andrew Prodromos |
| Title: | Authorized Officer |
| INSIGHT VENTURE PARTNERS (DELAWARE) IX, L.P. | |
| By: | Insight Venture Associates IX, L.P., its general partner |
| By: | Insight Venture Associates IX, Ltd., its general partner |
| By: | /s/ Andrew Prodromos |
| Name: | Andrew Prodromos |
| Title: | Authorized Officer |
| INSIGHT VENTURE PARTNERS IX (CO-INVESTORS), L.P. | |
| By: | Insight Venture Associates IX, L.P., its general partner |
| By: | Insight Venture Associates IX, Ltd., its general partner |
| By: | /s/ Andrew Prodromos |
| Name: | Andrew Prodromos |
| Title: | Authorized Officer |
| INSIGHT VENTURE ASSOCIATES IX, L.P. | |
| By: Insight Venture Associates IX, Ltd., its general partner | |
| By: | /s/ Andrew Prodromos |
| Name: | Andrew Prodromos |
| Title: | Authorized Officer |
| INSIGHT VENTURE ASSOCIATES IX, LTD. | |
| By: | /s/ Andrew Prodromos |
| Name: | Andrew Prodromos |
| Title: | Authorized Officer |
| 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 |
| 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 |
| 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 |
| 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 |
| 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 |
| INSIGHT VENTURE ASSOCIATES GROWTH-BUYOUT COINVESTMENT, LTD. | |
| By: | /s/ Andrew Prodromos |
| Name: | Andrew Prodromos |
| Title: | Authorized Officer |
EXHIBIT INDEX
| Exhibit 99.1 | | Joint Filing Agreement, as required by Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended |