SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Sellers Jeanette (Last) (First) (Middle) 6770 PARKER FARM DRIVE, SUITE 300 (Street) WILMINGTON NC 28405 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NCINO, INC. [ NCNO ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) VP of Accounting
	3. Date of Earliest Transaction (Month/Day/Year) 01/11/2021
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/11/2021		M		2,187	A	(1)	3,037	D
Common Stock	01/11/2021		M		5,566	A	$2.45	8,603	D
Common Stock	01/11/2021		M		9,000	A	$4.5	17,603	D
Common Stock	01/11/2021		M		6,000	A	$4.98	23,603	D
Common Stock	01/11/2021		S		16,666	D	$71.9876(2)	6,937	D
Common Stock	01/11/2021		S		3,900	D	$73.0477(3)	3,037	D
Common Stock	01/12/2021		S(4)(5)		1,098	D	$70.34	1,939	D
Common Stock	01/13/2021		S		1,089	D	$71.7	850	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	01/11/2021		M			2,187	(1)	08/15/2026	Common Stock	2,187	$0	6,563	D
Stock Option (Right to Buy)	$2.45	01/11/2021		M			5,566	(6)	08/01/2025	Common Stock	5,566	$0	0	D
Stock Option (Right to Buy)	$4.5	01/11/2021		M			9,000	(7)	08/01/2026	Common Stock	9,000	$0	0	D
Stock Option (Right to Buy)	$4.98	01/11/2021		M			6,000	(8)	05/01/2027	Common Stock	6,000	$0	3,000	D

Explanation of Responses:

1. 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.

2. 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).

3. 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).

4. 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.

5. 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.

6. This option vested in four equal annual installments starting on August 1, 2016.

7. 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.

8. 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.

	/s/ Jeanette Sellers	01/13/2021
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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