0001140361-22-001332.txt : 20220111 0001140361-22-001332.hdr.sgml : 20220111 20220111161636 ACCESSION NUMBER: 0001140361-22-001332 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220107 FILED AS OF DATE: 20220111 DATE AS OF CHANGE: 20220111 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Orenstein Gregory CENTRAL INDEX KEY: 0001455185 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39380 FILM NUMBER: 22524078 MAIL ADDRESS: STREET 1: 6770 PARKER FARM DRIVE STREET 2: SUITE 300 CITY: WILMINGTON STATE: NC ZIP: 28405 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: nCino OpCo, Inc. CENTRAL INDEX KEY: 0001566895 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 453806440 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 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, INC. DATE OF NAME CHANGE: 20140110 FORMER COMPANY: FORMER CONFORMED NAME: NCINO, LLC DATE OF NAME CHANGE: 20130111 4 1 form4.xml FORM 4 X0306 4 2022-01-07 true 0001566895 nCino OpCo, Inc. NCNO 0001455185 Orenstein Gregory 6770 PARKER FARM DRIVE SUITE 200 WILMINGTON NC 28405 true Chief Corp Dev & Strat Officer Common Stock 2022-01-07 4 D 0 19939 D 21620 D Common Stock 2022-01-07 4 D 0 21620 D 0 D Restricted Stock Units 2022-01-07 4 D 0 17500 D 2026-08-15 Common Stock 17500 0 D Restricted Stock Units 2022-01-07 4 D 0 53016 D 2027-06-08 Common Stock 53016 0 D Stock Options (Right to Buy) 4.98 2022-01-07 4 D 0 50000 D 2027-02-01 Common Stock 50000 0 D Stock Options (Right to Buy) 2.45 2022-01-07 4 D 0 122448 D 2025-11-01 Common Stock 122448 0 D Pursuant to the Agreement and Plan of Merger, dated November 16, 2021 (the "Merger Agreement"), by and among the Issuer, Penny HoldCo, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Parent"), SimpleNexus, LLC, a Utah limited liability company (the "SimpleNexus"), and certain other parties, effective January 7, 2022, among other things: (i) the Issuer merged with a merger sub and survived such merger as a wholly owned subsidiary of Parent (the "nCino Merger"); (ii) certain blocker merger sub entities merged with and into the respective corresponding blocker entity, with each of the respective blocker entities surviving as a wholly owned subsidiary of Parent; (iii) SimpleNexus merged with a separate merger sub and survived such merger as a wholly owned indirect subsidiary of Parent (the mergers contemplated in clauses (i) - (iii) hereof, collectively, the "Mergers"). Upon completion of the Mergers, Parent changed its name to nCino, Inc. Pursuant to the Merger Agreement, at the effective time of the nCino Merger (the "Effective Time"), these shares of the Issuer's common stock, par value $0.0005 per share, ("Shares") converted automatically into an equivalent number of shares of common stock, par value $0.0005 per share, of Parent ("Parent Shares"). As of January 7, 2022, the closing market price of the Shares was $50.82. Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") converted automatically into an award of an equivalent number of Parent restricted stock units on substantially the same terms and conditions (including vesting and delivery schedule) as applied to such RSU immediately prior to the Effective Time. Pursuant to the Merger Agreement, at the Effective Time, these options converted automatically into an equivalent number of options to purchase Parent Shares on substantially the same terms and conditions (including vesting schedule and per share exercise price) as applied to such options immediately prior to the Effective Time. Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 35,000 RSUs that vest in four equal annual installments starting on August 1, 2020, subject to the reporting person's continued employment through the applicable vesting date. Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 70,688 RSU that vest in four equal annual installments starting on June 8, 2021, subject to the reporting person's continued employment through the applicable vesting date. This option is currently exercisable. /s/ Jeanette Sellers, Attorney-in-fact for Gregory Orenstein 2022-01-11