Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D   Under the Securities Exchange Act of 1934

(Amendment No. 12)*

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

SCHEDULE 13D

(1)	See Item 5.

This Amendment No. 12 to Schedule 13D (this “Amendment No. 12”) is being filed on behalf of the Reporting Persons (as defined below) with respect to the shares of Common Stock, par value $0.0005 per share (the “Common Stock”), of nCino, Inc., a Delaware corporation (the “Issuer”), to amend the Schedule 13D filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 18, 2022 (the “Schedule 13D”), as previously amended on September 1, 2023, April 3, 2024, April 9, 2024, June 14, 2024, June 26, 2024, July 15, 2024, July 24, 2024, July 30, 2024, August 16, 2024, October 18, 2024 and December 12, 2024 on behalf of the following persons (each, a “Reporting Person”, and collectively, the “Reporting Persons”): (i) Insight Venture Partners X, L.P., a Cayman Islands exempted limited partnership (“IVP X”); (ii) Insight Venture Partners (Cayman) X, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman X”); (iii) Insight Venture Partners (Delaware) X, L.P., a Delaware limited partnership (“IVP Delaware X”); (iv) Insight Venture Partners X (Co-Investors), L.P., a Cayman Islands exempted limited partnership (“IVP Co-Investors X” and, together with IVP X, IVP Cayman X and IVP Delaware X, the “IVP X Funds”); (v) Insight SN Holdings, LLC, a Delaware limited liability company (“IVP X HoldCo 1”); (vi) Insight SN Holdings 2, LLC, a Delaware limited liability company (“IVP X HoldCo 2” and, together with IVP X HoldCo 1, the “IVP X HoldCos”); (vii) Insight Venture Partners IX, L.P., a Cayman Islands exempted limited partnership (“IVP IX”), (viii) Insight Venture Partners (Cayman) IX, L.P., a Cayman Islands exempted limited partnership (“IVP Cayman IX”), (ix) Insight Venture Partners (Delaware) IX, L.P., a Delaware limited partnership (“IVP Delaware IX”), (x) 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”); (xi) Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P., a Cayman Islands exempted limited partnership (“IVP GBCF”), (xii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P., a Cayman Islands exempted limited partnership (“IVP Cayman GBCF”), (xiii) Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P., a Delaware limited partnership (“IVP Delaware GBCF”), (xiv) Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P., a Cayman Islands exempted limited partnership (“IVP B GBCF” and, together with IVP GBCF, IVP Cayman GBCF and IVP Delaware GBCF, the “IVP GBCF Funds”); (xv) Insight Venture Associates X, L.P., a Cayman Islands exempted limited partnership (“IVA X”); (xvi) Insight Venture Associates X, Ltd., a Cayman Islands exempted company (“IVA X Ltd”); (xvii) Insight Venture Associates IX, L.P., a Cayman Islands exempted limited partnership (“IVA IX”); (xviii) Insight Venture Associates IX, Ltd., a Cayman Islands exempted company (“IVA IX Ltd”); (xix) Insight Venture Associates Growth-Buyout Coinvestment, L.P., a Cayman Islands exempted limited partnership (“IVA GBC”); (xx) Insight Venture Associates Growth-Buyout Coinvestment Ltd., a Cayman Islands exempted company (“IVA GBC Ltd”); and (xxi) Insight Holdings Group, LLC, a Delaware limited liability company (“Holdings”). This Amendment No. 12 is being filed to reflect changes in the number of shares of Common Stock beneficially owned by the Reporting Persons and is being filed to amend Items 3, 4 and 5 of the Schedule 13D as follows:

Item 3.     Source and Amount of Funds or Other Considerations.

Item 3 of the Schedule 13D is amended to add the following:

On December 9, 2024, the Reporting Persons sold 450,000 shares of Common Stock at a weighted average price per share of $37.27. These shares were sold in multiple transactions at prices ranging from $36.970 to $37.510, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

On December 10, 2024, the Reporting Persons sold 1,106,042 shares of Common Stock at a weighted average price per share of $36.18. These shares were sold in multiple transactions at prices ranging from $36.000 to $36.910, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

On December 11, 2024, the Reporting Persons sold 1,167,424 shares of Common Stock at a weighted average price per share of $36.69. These shares were sold in multiple transactions at prices ranging from $36.410 to $37.118, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

Item 4.     Purpose of Transaction.

Item 4 the Schedule 13D is amended as follows:

The information contained in Item 3 of this Amendment No. 12 is incorporated herein by reference, as applicable.

Item 5.     Interest in Securities of the Issuer.

Items 5(a) and 5(b) of the Schedule 13D are amended as follows:

The responses of the Reporting Persons on the cover pages hereof are incorporated herein by reference.  As of this Amendment No. 12, the Reporting Persons beneficially own an aggregate of 9,790,001 shares of Common Stock, which represent approximately 8.5% of the Common Stock outstanding.  The percentage of the Common Stock beneficially owned by each Reporting Person as reported herein (including on the cover pages hereof) is calculated based on 115,793,932 shares of Common Stock outstanding as of November 29, 2024, as set forth in the Issuer’s quarterly report for the quarterly period ended October 31, 2024, as filed with the SEC on December 4, 2024 (the “10-Q”).

Each of Holdings, IVA X Ltd, IVA IX Ltd, IVA GBC Ltd, IVA X, IVA IX and IVA GBC expressly declare that nothing herein shall be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered hereby.  IVP X expressly declares that nothing herein shall be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of all of the securities owned by the IVP X HoldCos.

As of this Amendment No. 12, 255,130 shares of Common Stock (includes 5,874 restricted stock units) are beneficially owned by Jeffrey Horing, a Scheduled Person, and to the Reporting Persons’ knowledge, no shares of Common Stock were beneficially owned by any other Scheduled Person.

Item 5(c) of the Schedule 13D is amended as follows:

The information contained in Item 3 of this Amendment No. 12 is incorporated herein by reference, as applicable.

Item 7.     Material to Be Filed as Exhibits.