0000899140-24-000487.txt : 20240411 0000899140-24-000487.hdr.sgml : 20240411 20240411205155 ACCESSION NUMBER: 0000899140-24-000487 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20240409 FILED AS OF DATE: 20240411 DATE AS OF CHANGE: 20240411 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Holdings Group, LLC CENTRAL INDEX KEY: 0001305473 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839796 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners X (Co-Investors), L.P. CENTRAL INDEX KEY: 0001710834 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839788 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Delaware) X, L.P. CENTRAL INDEX KEY: 0001710835 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839790 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners (Cayman) X, L.P. CENTRAL INDEX KEY: 0001710860 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839791 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight SN Holdings 2, LLC CENTRAL INDEX KEY: 0001903196 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839795 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates X, Ltd. CENTRAL INDEX KEY: 0001803240 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839792 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Associates X, L.P. CENTRAL INDEX KEY: 0001844845 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839793 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight Venture Partners X, L.P. CENTRAL INDEX KEY: 0001710959 ORGANIZATION NAME: STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839789 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 BUSINESS PHONE: 212-230-9200 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE CITY: GRAND CAYMAN STATE: E9 ZIP: KY1-1104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Insight SN Holdings, LLC CENTRAL INDEX KEY: 0001903190 ORGANIZATION NAME: STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41211 FILM NUMBER: 24839794 BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: (212) 230-9200 MAIL ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS, 36TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: nCino, Inc. CENTRAL INDEX KEY: 0001902733 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] ORGANIZATION NAME: 06 Technology IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 6770 PARKER FARM DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 BUSINESS PHONE: 910-275-5491 MAIL ADDRESS: STREET 1: 6770 PARKER FARM DRIVE CITY: WILMINGTON STATE: NC ZIP: 28405 FORMER COMPANY: FORMER CONFORMED NAME: Penny HoldCo, Inc. DATE OF NAME CHANGE: 20220104 4 1 form4.xml X0508 4 2024-04-09 0001902733 nCino, Inc. NCNO 0001305473 Insight Holdings Group, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001903196 Insight SN Holdings 2, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TTH FLOOR NEW YORK NY 10036 true true 0001903190 Insight SN Holdings, LLC C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001844845 Insight Venture Associates X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001803240 Insight Venture Associates X, Ltd. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001710860 Insight Venture Partners (Cayman) X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001710835 Insight Venture Partners (Delaware) X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001710959 Insight Venture Partners X, L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true 0001710834 Insight Venture Partners X (Co-Investors), L.P. C/O INSIGHT PARTNERS 1114 AVENUE OF THE AMERICAS, 36TH FLOOR NEW YORK NY 10036 true true false Common Stock 2024-04-09 4 J 0 517120 0 D 1411494 I See footnote Common Stock 2024-04-09 4 J 0 414190 0 D 2403417 I See footnote Common Stock 2024-04-09 4 J 0 80121 0 D 464918 I See footnote Common Stock 2024-04-09 4 J 0 61626 0 D 0 I See footnote See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 See Exhibit 99.1 This Form 4 is the second of three Forms 4 filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 reporting persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 reporting persons. Each Form 4 is filed by Designated Filer, Insight Holdings Group, LLC. Jeffrey Horing, a member of the board of managers of Insight Holdings Group, LLC, serves on the Board of Directors of the Issuer (the "Board"). Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each of the Reporting Persons may be deemed to be a "director by deputization" of the Issuer as a result of the service of Mr. Horing on the Board. Exhibit List Exhibit 99.1 - Explanation of Responses Exhibit 99.2 - Joint Filers' Signatures Exhibit 99.3 - Joint Filer Information Insight Holdings Group, LLC, by Andrew Prodromos, its Authorized Signatory /s/Andrew Prodromos 2024-04-11 EX-99.1 2 i73166850a.htm EXPLANATION OF RESPONSES

EXHIBIT 99.1

EXPLANATION OF RESPONSES
(1)
On April 9, 2024, Insight SN Holdings, LLC (“SN Holdco”) distributed 517,120 shares of common stock of nCino, Inc. (the “Issuer”), par value $0.0005 per share (the “Shares”) pro rata to its members, Insight Venture Partners X, L.P. and Insight Venture Partners X (Co-Investors), L.P. (the “SN Holdco Distribution”), and immediately thereafter, Insight Venture Partners X, L.P., Insight Venture Partners X (Co-Investors), L.P., Insight Venture Partners (Cayman) X, L.P. and Insight Venture Partners (Delaware) X, L.P. (collectively, the “Insight X Funds”) distributed an aggregate of 1,011,431 Shares to their partners on a pro rata basis in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities (together with the SN Holdco Distribution, the “Insight X Funds Distribution”). The respective members of SN Holdco and partners of the Insight X Funds did not furnish any consideration in exchange for shares received in connection with the Insight X Funds Distribution.
(2)
In connection with the Insight X Funds Distribution, Insight Venture Associates X, L.P. (“IVA X LP”), the general partner of each of the Insight X Funds, acquired direct ownership of  106,461 Shares, Insight Venture Partners X (Class A), L.P. (“IVP X Class A”), an entity controlled by Insight Holdings Group, LLC (“Holdings”), acquired direct ownership of 29,949 Shares, and IVP (Venice), L.P. (“IVP Venice”), an entity controlled by Holdings, acquired direct ownership of 52,079 Shares. The respective partners of the Insight X Funds, including IVA X LP, IVP X Class A and IVP Venice, did not furnish any consideration in exchange for the Shares received in connection with the Insight X Funds Distribution.
(3)
On April 9, 2024, IVA X LP distributed 106,461 Shares pro rata to its partners (including 10,646 Shares to IVP (Rome), L.P. (“IVP Rome”), an entity controlled by Holdings, which further distributed such Shares pro rata to its partners), IVP X Class A distributed 29,949 Shares pro rata to its partners and IVP Venice distributed 61,626 Shares (including 9,547 Shares held directly by IVP Venice prior to the Insight X Funds Distribution) pro rata to IVP Feeder, L.P. ("IVP Feeder"), an entity controlled by Holdings, which further distributed such Shares pro rata to its partners, in each case, in accordance with their respective ownership interests as determined in accordance with the applicable limited partnership agreements of such entities. The respective partners of IVA X LP, IVP X Class A, IVP Venice, IVP Feeder and IVP Rome did not furnish any consideration in exchange for the Shares received in connection with such distribution.
(4)
Held directly by Insight SN Holdings, LLC
(5)
Held directly by Insight Venture Partners (Cayman) X, L.P.
(6)
Held directly by Insight Venture Partners (Delaware) X, L.P.
(7)
Held directly by IVP (Venice), L.P.
   

EX-99.2 3 i73166850b.htm JOINT FILERS' SIGNATURE

EXHIBIT 99.2
JOINT FILERS’ SIGNATURES


INSIGHT HOLDINGS GROUP, LLC
   
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE ASSOCIATES X, LTD.
     
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE ASSOCIATES X, L.P.
By: Insight Venture Associates X, Ltd., its general partne
     
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE PARTNERS X, L.P.
By:    Insight Venture Associates X, L.P., its general partner
By:   Insight Venture Associates X, Ltd., its general partner
     
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE PARTNERS (CAYMAN) X, L.P.
By:   Insight Venture Associates X, L.P., its general partner
By:   Insight Venture Associates X, Ltd. its general partner
     
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE PARTNERS (DELAWARE) X, L.P.
By: Insight Venture Associates X, L.P., its general partner
By:Insight Venture Associates X, Ltd., its general partner
     
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT VENTURE PARTNERS X (CO-INVESTORS), L.P.
By:   Insight Venture Associates X, L.P., its general partner
By:   Insight Venture Associates X, Ltd., its general partner
     
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT SN HOLDINGS, LLC
     
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
     
INSIGHT SN HOLDINGS 2, LLC
     
By:
/s/Andrew Prodromos                                    
Date:  4/11/24
Name:
Andrew Prodromos
  
Title:
Attorney-in-Fact
  
     
EX-99.3 4 i73166850c.htm JOINT FILER INFORMATION

EXHIBIT 99.3
JOINT FILER INFORMATION
1,411,494 shares of common stock are held of record by Insight SN Holdings, LLC (“IVP X HoldCo 1”), 1,589,199 shares of common stock are held of record by Insight SN Holdings 2, LLC (“IVP X Holdco 2”), 2,403,417 shares of common stock are held of record by Insight Venture Partners (Cayman) X, L.P. (“IVP Cayman X”) and  464,918 shares of common stock are held of record by Insight Venture Partners (Delaware) X, L.P. (“IVP Delaware X” and, together with IVP X Holdco 1, IVP X Holdco 2 and IVP Cayman X, the “IVP X Entities”).
The amount listed as owned by each IVP X Entity may be deemed to be attributable to each of the other IVP X Entities, Insight Venture Partners X, L.P. (“IVP X”), Insight Venture Partners X (Co-Investors), L.P. (“IVP Co-Investors X”), Insight Venture Associates X, L.P. (“IVA X”), Insight Venture Associates X, Ltd. (“IVA X Ltd”) and Insight Holdings Group, LLC (“Holdings”), because Holdings is the sole shareholder of IVA X Ltd, which in turn is the general partner of IVA X, which in turn is the general partner of each of IVP X, IVP Cayman X, IVP Delaware X and IVP Co-Investors X, and IVP X and IVP Co-Investors X in turn are the sole members of each of IVP X HoldCo 1 and IVP X HoldCo 2.
7,648,418 shares of common stock are held of record by Insight Venture Partners IX, L.P. (“IVP IX”), 3,800,314 shares of common stock are held of record by Insight Venture Partners (Cayman) IX, L.P. (“IVP Cayman IX”), 810,349 shares of common stock are held of record by Insight Venture Partners (Delaware) IX, L.P. (“IVP Delaware IX”) and  152,670 shares of common stock are held of record by Insight Venture Partners IX (Co-Investors), L.P. (“IVP Co-Investors IX” and, together with IVP IX, IVP Cayman IX and IVP Delaware IX, the “IVP IX Funds”).
The amount listed as owned by each IVP IX Fund may be deemed to be attributable to each of the other IVP IX Funds, Insight Venture Associates IX, L.P. (“IVA IX”), Insight Venture Associates IX, Ltd. (“IVA IX Ltd”) and Holdings, because Holdings is the sole shareholder of IVA IX Ltd, which in turn is the general partner of IVA IX, which in turn is the general partner of each of the IVP IX Funds.
3,108,233 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund, L.P. (“IVP Coinvestment”), 2,498,839 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Cayman), L.P. (“IVP Coinvestment Cayman”), 2,297,690 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (Delaware), L.P. (“IVP Coinvestment Delaware”) and  2,827,926 shares of common stock are held of record by Insight Venture Partners Growth-Buyout Coinvestment Fund (B), L.P. (“IVP Coinvestment (B)” and, together with IVP Coinvestment, IVP Coinvestment Cayman and IVP Coinvestment Delaware, the “IVP Coinvestment Funds” and, IVP Coinvestment Funds together with the IVP X Entities and the IVP IX Funds, the “Funds”).
The amount listed as owned by each IVP Coinvestment Fund may be deemed to be attributable to each of the other IVP Coinvestment Funds, Insight Venture Associates Growth-Buyout Coinvestment, L.P. (“IVA Coinvestment”), Insight Venture Associates Growth-Buyout Coinvestment, Ltd. (“IVA Coinvestment Ltd”) and Holdings, because Holdings is the sole shareholder of IVA Coinvestment Ltd, which in turn is the general partner of IVA Coinvestment, which in turn is the general partner of each of the IVP Coinvestment Funds.
Each of Jeffrey Horing, Deven Parekh, Jeffrey Lieberman and Michael Triplett is a member of the board of managers of Holdings and may be deemed to have shared voting and dispositive power over the shares held of record by the Funds. The foregoing is not an admission by IVA IX, IVA IX Ltd, IVA Coinvestment, IVA Coinvestment Ltd, IVA X, IVA X Ltd or Holdings that it is the beneficial owner of the shares held of record by the Funds. Each of Messrs. Horing, Parekh, Lieberman and Triplett disclaims beneficial ownership of the shares held by the Funds, except to the extent of his pecuniary interest therein, if any.
The address of each of the entities and persons identified in this Exhibit 99.3 is c/o Insight Partners, 1114 Avenue of the Americas, 36th Floor, New York, New York 10036.