Filing Details
- Accession Number:
- 0000902664-25-000852
- Form Type:
- 13D Filing
- Publication Date:
- 2025-02-10 19:00:00
- Filed By:
- HMI Capital
- Company:
- Ncino Inc.
- Filing Date:
- 2025-02-11
- SEC Url:
- 13D 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 |
|---|---|---|---|---|---|---|
| HMI Capital Partners, L.P. | 0 | 6,782,138 | 0 | 6,782,138 | 6,782,138 | 5.9% |
| HMI Capital Management, L.P. | 0 | 6,782,138 | 0 | 6,782,138 | 6,782,138 | 5.9% |
| HMI Capital Fund GP, LLC | 0 | 6,782,138 | 0 | 6,782,138 | 6,782,138 | 5.9% |
| Members GP, LLC | 0 | 6,782,138 | 0 | 6,782,138 | 6,782,138 | 5.9% |
| Marco W. Hellman | 0 | 6,782,138 | 0 | 6,782,138 | 6,782,138 | 5.9% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
|
nCino, Inc. (Name of Issuer) |
Common Stock, $0.0005 par value (Title of Class of Securities) |
63947X101 (CUSIP Number) |
HMI Capital Management, L.P. 555 California Street, Suite 4900, San Francisco, CA, 94104 (415) 391-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/09/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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 (“Act”) 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).
SCHEDULE 13D
|
| CUSIP No. | 63947X101 |
| 1 |
Name of reporting person
HMI Capital Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,782,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. | 63947X101 |
| 1 |
Name of reporting person
HMI Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,782,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13D
|
| CUSIP No. | 63947X101 |
| 1 |
Name of reporting person
HMI Capital Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,782,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 63947X101 |
| 1 |
Name of reporting person
Members GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,782,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
SCHEDULE 13D
|
| CUSIP No. | 63947X101 |
| 1 |
Name of reporting person
Marco W. Hellman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,782,138.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
5.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0005 par value | |
| (b) | Name of Issuer:
nCino, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
6770 PARKER FARM DRIVE, WILMINGTON,
NORTH CAROLINA
, 28405. | |
Item 1 Comment:
This Amendment No. 1 ("Amendment No. 1") amends the statement on Schedule 13D filed with the Securities and Exchange Commission on October 21, 2024 (the "Original Schedule 13D", and the Original Schedule 13D as amended, the "Schedule 13D"), with respect to the shares of common stock, $0.0005 par value (the "Common Stock"), of nCino, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 1 amends Items 2(a) and (c), 4, 5(a)-(c), 6 and 7 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) is hereby amended and restated in its entirety as follows:
(a) This Schedule 13D is filed by each of the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons":
(i) HMI Capital Partners, L.P. (the "Fund"), a Delaware limited partnership;
(ii) HMI Capital Management, L.P. ("HMI"), a Delaware limited partnership;
(iii) HMI Capital Fund GP, LLC ("Fund GP"), a Delaware limited liability company;
(iv) Members GP, LLC ("Members GP"), a Delaware limited liability company; and
(v) Marco W. Hellman ("Mr. Hellman"), a United States citizen.
Radhakrishnan Raman Mahendran, Justin C. Nyweide ("Mr. Nyweide"), and Avery J. Schwartz are no longer "Reporting Persons" on this Schedule 13D as they are not deemed to be beneficial owners pursuant to Section 13(d) of the Exchange Act of the shares of Common Stock reported herein. | |
| (c) | Item 2(c) is hereby amended and restated in its entirety as follows:
The principal business of the Fund is serving as a private investment fund. The principal business of HMI is serving as the investment adviser to the Fund and other investment funds. The principal business of Fund GP is serving as the General Partner of the Fund and other investment funds. The principal business of Members GP is serving as the general partner of HMI. The principal business of Mr. Hellman is serving as Founder, Managing Partner, and member of the Investment and Management Committee of HMI. Mr. Hellman also serves as the Managing Member of each of Members GP and Fund GP. | |
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented as follows:
On February 9, 2025, HMI entered into a cooperation agreement with the Issuer (the "Cooperation Agreement"). Pursuant to the Cooperation Agreement, the Issuer (i) shall take all necessary actions to increase the size of the Board and appoint Mr. Nyweide as a Class II director, effective upon the execution and delivery of the Cooperation Agreement, and (ii) agreed to include Mr. Nyweide in the Issuer's slate of nominees for election as directors of the Issuer at the Issuer's 2025 annual meetings of stockholders. The Cooperation Agreement also contemplates Mr. Nyweide's appointment to the Audit Committee of the Board, subject to the satisfaction of certain conditions. The Cooperation Agreement also includes customary standstill provisions, subject to certain exceptions, including (i) restrictions on HMI's and its affiliates' ability to acquire additional shares of the Common Stock to the extent such acquisition would cause HMI to beneficially own more than 9.9% of the outstanding Common Stock and (ii) a requirement that the Reporting Persons vote their shares of Common Stock at each meeting of stockholders of the Issuer in accordance with the Board's recommendations.
The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 99.2 to this Schedule 13D and is incorporated by reference into this Item 4. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) is hereby amended and restated in its entirety as follows:
See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of shares of Common Stock and percentages of the shares of Common Stock beneficially owned by each Reporting Person. This includes, subject to Mr. Nyweide's continued service on the Board, (i) 2,195 shares of restricted stock ("RSUs") granted to Mr. Nyweide for his service on the Board that vest in full on the earlier of June 20, 2025 and the date of the next annual meeting of stockholders of the Issuer and (ii) 6,165 RSUs that vest in three equal annual installments starting on February 10, 2026. Mr. Nyweide is deemed to hold the RSUs for the benefit of the Fund.
The percentages used in this Schedule 13D are calculated based upon 115,793,932 shares of Common Stock outstanding as of November 29, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed by the Issuer with the SEC on December 4, 2024. | |
| (b) | Item 5(b) is hereby amended and restated in its entirety as follows:
See rows (7) through (10) of the cover pages to this Schedule 13D for the number of shares of Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
HMI is an investment adviser registered under the Investment Advisers Act of 1940. HMI serves as the investment adviser to the Fund and may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Fund GP, which serves as the general partner to the Fund, may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Members GP, which serves as the general partner of HMI, may be deemed the beneficial owner of all shares of Common Stock held by the Fund. Mr. Hellman has the power to exercise investment and voting discretion, and may be deemed the beneficial owner, of all shares of Common Stock held by the Fund. Pursuant to Rule 13d-4 under the Act, as amended, each of the Fund, HMI, Fund GP, Members GP and Mr. Hellman expressly disclaim beneficial ownership over any of the securities reported in this Schedule 13D. The filing of this Schedule 13D shall not be construed as an admission that any of the Fund, HMI, Fund GP, Members GP, or Mr. Hellman are the beneficial owners of any of the securities reported herein. | |
| (c) | Item 5(c) is hereby amended and restated in its entirety as follows:
No transactions in shares of Common Stock have been effected by the Reporting Persons during the past sixty (60) days. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented by the addition of the following:
Items 4 and 5(a) of this Amendment No. 1 are hereby incorporated by reference herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.2: Cooperation Agreement, dated February 9, 2025 (incorporated by reference to Exhibit 10.1 of the Issuer's Form 8-K, filed with the SEC on February 10, 2025). | ||
| 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.
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