0001193125-21-036421.txt : 20210210 0001193125-21-036421.hdr.sgml : 20210210 20210210165557 ACCESSION NUMBER: 0001193125-21-036421 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20210210 DATE AS OF CHANGE: 20210210 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NCINO, INC. CENTRAL INDEX KEY: 0001566895 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 453806440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-92066 FILM NUMBER: 21614796 BUSINESS ADDRESS: STREET 1: 6770 PARKER FARM DRIVE STREET 2: SUITE 200 CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: (888) 676-2466 MAIL ADDRESS: STREET 1: 6770 PARKER FARM DRIVE STREET 2: SUITE 200 CITY: WILMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: NCINO, LLC DATE OF NAME CHANGE: 20130111 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SALESFORCE.COM, INC. CENTRAL INDEX KEY: 0001108524 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 943320693 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SALESFORCE TOWER STREET 2: 415 MISSION STREET 3RD FL CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 415-901-7000 MAIL ADDRESS: STREET 1: SALESFORCE TOWER STREET 2: 415 MISSION STREET 3RD FL CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: SALESFORCE COM INC DATE OF NAME CHANGE: 20000307 SC 13G 1 d107163dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

(Rule 13d-102)

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

nCino, Inc.

(Name of Issuer)

Common stock, par value $0.0005 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 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

 

 

 

CUSIP No. 63947U107    13G    Page 1 of 4

 

  1.    

  NAME OF REPORTING PERSON

 

  salesforce.com, inc.

  2.  

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (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

 

  10,760,469

   6.   

  SHARED VOTING POWER

 

  0

   7.   

  SOLE DISPOSITIVE POWER

 

  10,760,469

   8.   

  SHARED DISPOSITIVE POWER

 

  0

  9.    

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  10,760,469

10.  

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

  ☐

11.  

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

 

  11.7%1

12.  

  TYPE OF REPORTING PERSON

 

  HC, CO

 

1

The percentage is calculated based upon (i) 92,294,563 shares of outstanding common stock as of November 30, 2020 as reported in the Issuer’s Quarterly Report on Form 10-Q for the three months ended October 31, 2020, filed with Securities and Exchange Commission on December 10, 2020 and (ii) 10,760,469 shares of the Issuer’s common stock held by Salesforce as of December 31, 2020.

CUSIP No. 63947U107    13G    Page 2 of 4

 

Item 1(a).

Name of Issuer:

nCino, Inc., a Delaware corporation (“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 Schedule 13G is filed by salesforce.com, inc. (“Salesforce”).

 

Item 2(b).

Address of Principal Business Office or, if None, Residence:

The principal business address of Salesforce is 415 Mission Street, 3rd Floor, San Francisco, CA 94105.

 

Item 2(c).

Citizenship:

Salesforce is a Delaware corporation.

 

Item 2(d).

Title of Class of Securities:

Common stock, par value $0.0005

 

Item 2(e).

CUSIP Number:

63947U107

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

  (b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

  (c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

  (d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

  (e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

 

  (f)

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

 

  (g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

  (h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

 

  (i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

 

  (j)

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

 

  (k)

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Not applicable.

 

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

  (a)

Amount beneficially owned:

See Cover Page Item 9.

CUSIP No. 63947U107    13G    Page 3 of 4

 

 

  (b)

Percent of class: See Cover Page Item 11.

 

  (c)

Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote: See Cover Page Item 5.

 

  (ii)

Shared power to vote or to direct the vote: See Cover Page Item 6.

 

  (iii)

Sole power to dispose or to direct the disposition of: See Cover Page Item 7.

 

  (iv)

Shared power to dispose or to direct the disposition: See Cover Page Item 8.

 

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.

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Salesforce Ventures LLC, a Delaware limited liability company and a wholly owned subsidiary of Salesforce, is the beneficial owner of 10,760,469 shares of common stock as of December 31, 2020.

 

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

 

Item 9.

Notice of Dissolution of Group.

Not applicable.

 

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

CUSIP No. 63947U107    13G    Page 4 of 4

 

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

SALESFORCE.COM, INC.

/s/ Amy Weaver

    

February 10, 2021

Amy Weaver

    

President and Chief Financial Officer