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Filing Details

Accession Number:: 0001140361-21-001127
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-01-13 21:45:31
Reporting Period:: 2021-01-11

Accepted Time:: 2021-01-13 21:45:31
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1566895	Ncino Inc.	NCNO	Services-Prepackaged Software (7372)	453806440

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1814499	Jeanette Sellers	6770 Parker Farm Drive, Suite 300 Wilmington NC 28405	Vp Of Accounting	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2021-01-11	2,187	$0.00	3,037	No	4	M	Direct
Common Stock	Acquisiton	2021-01-11	5,566	$2.45	8,603	No	4	M	Direct
Common Stock	Acquisiton	2021-01-11	9,000	$4.50	17,603	No	4	M	Direct
Common Stock	Acquisiton	2021-01-11	6,000	$4.98	23,603	No	4	M	Direct
Common Stock	Disposition	2021-01-11	16,666	$71.99	6,937	No	4	S	Direct
Common Stock	Disposition	2021-01-11	3,900	$73.05	3,037	No	4	S	Direct
Common Stock	Disposition	2021-01-12	1,098	$70.34	1,939	No	4	S	Direct
Common Stock	Disposition	2021-01-13	1,089	$71.70	850	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Restricted Stock Units	Disposition	2021-01-11	2,187	$0.00	2,187	$0.00
Common Stock	Stock Option (Right to Buy)	Disposition	2021-01-11	5,566	$0.00	5,566	$2.45
Common Stock	Stock Option (Right to Buy)	Disposition	2021-01-11	9,000	$0.00	9,000	$4.50
Common Stock	Stock Option (Right to Buy)	Disposition	2021-01-11	6,000	$0.00	6,000	$4.98

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
6,563	2026-08-15	No	4	M	Direct
0	2025-08-01	No	4	M	Direct
0	2026-08-01	No	4	M	Direct
3,000	2027-05-01	No	4	M	Direct

Footnotes

Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock of the Issuer ("Share") or, in the Issuer's discretion, an amount of cash equal to the fair market value of the Shares represented by the RSUs on the payment date. These RSUs vest in four equal annual installments starting on August 1, 2020, subject to the reporting person's continued employment through the applicable vesting date, and provided that no RSUs can be settled until after the expiration of the lock-up period established in connection with the Issuer's initial public offering. These RSUs fully vest upon a change in control of the Issuer.
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $71.50 to $72.49. The reporting person undertakes to provide to nCino, Inc., any security holder of nCino, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2).
The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging between $72.50 to $73.45, inclusive. The reporting person undertakes to provide to nCino, Inc., any security holder of nCino, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3).
These sales were sold to cover tax withholding due upon vesting of RSUs. Such "sales to cover" are mandated by the Issuer's equity incentive plans to satisfy tax withholding obligations and do not represent a discretionary trade by the reporting person.
The reporting person's sale of Shares reported herein is matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 850 shares, with the reporting person's purchase of 850 Shares at a price of $31 per Share on July 16, 2020. However, as noted in the Form 4 filed by the reporting person on October 13, the reporting person previously paid the Issuer the full amount of the profit realized in connection with sales effected on October 13, 2020 at a price of $72 per share, less transaction costs. Accordingly, in connection with the sales reported herein, the reporting person has paid to the Issuer the additional amount of profit realized, to the extent of 850 shares sold at a price greater than $72 per share, less transaction costs.
This option vested in four equal annual installments starting on August 1, 2016.
This option vests in four equal annual installments starting on August 1, 2017, subject to the reporting person's continued employment through the applicable vesting date. This option fully vests and becomes exercisable upon a change in control of the Issuer.
This option vests in four equal annual installments starting on May 1, 2018, subject to the reporting person's continued employment through the applicable vesting date. This option fully vests and becomes exercisable upon a change in control of the Issuer.