Statement of Changes in Beneficial Ownership (4)
August 03 2020 - 7:00PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lake Spencer |
2. Issuer Name and Ticker or Trading Symbol
NCINO, INC.
[
NCNO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
6770 PARKER FARM DRIVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/8/2020 |
(Street)
WILMINGTON, NC 28405
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 (7) | (5) | 6/8/2020 | | A | | 7500 | | (5) | 6/8/2027 | Common Stock | 7500 | $0 | 7500 | D | |
Restricted Stock Units (7) | (6) | 6/8/2020 | | A | | 2500 | | (6) | 6/8/2027 | Common Stock | 2500 | $0 | 2500 | D | |
Performance Stock Option (Right to Buy) (1)(7) | $4.98 | 7/1/2020 | | A | | 1250 | | (2)(3) | 6/1/2027 | Common Stock | 1250 | $0 | 22500 | D | |
Performance Stock Option (Right to Buy) (1) | $4.98 | 8/3/2020 | | A | | 3750 | | (2)(4) | 6/1/2027 | Common Stock | 3750 | $0 | 26250 | D | |
Explanation of Responses: |
(1) | These options were granted to the reporting person pursuant to a Non-Qualified Stock Option Agreement ("Stock Option Agreement") entered into in connection with a Consulting Agreement between the reporting person and the Issuer effective as of May 1, 2017. |
(2) | On May 1, 2017, the reporting person was granted an option to purchase 50,000 shares of common stock of the Issuer ("Shares"), subject to the satisfaction of certain performance criteria set forth in the Stock Option Agreement. The performance criteria for this option are as follows: 1,250 Shares vest for each $1 million of Annual Contract Value (as defined in the Stock Option Agreement) contracted for by the Issuer outside of the Americas during the time period beginning on May 1, 2017 and ending on May 1, 2021, subject to a maximum of 50,000 Shares vesting. |
(3) | On July 1, 2020, the Issuer's Board of Directors confirmed that an additional $1,000,000 of Annual Contract Value was contracted for by the Issuer outside of the Americas, and so an additional 1,250 Shares vested under this performance option. |
(4) | On August 3, 2020, the Compensation Committee of the Issuer's Board of Directors confirmed that an additional $3,000,000 of Annual Contract Value was contracted for by the Issuer outside of the Americas, and so an additional 3,750 Shares vested under this performance option. |
(5) | Each restricted stock unit ("RSU") represents a contingent right to receive one 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 full on June 8, 2021, subject to the reporting person's continued service 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. |
(6) | Each RSU represents a contingent right to receive one 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 vested in full upon the effectiveness of the Securities Act registration statement for the Shares, 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. |
(7) | This transaction occurred prior to the Issuer's initial public offering and is being reported on Form 4 solely for purposes of compliance with Rule 16a-2(a) under the Securities Exchange Act of 1934, as amended. The securities covered by such transaction were previously included on the Reporting Person's Form 3. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Lake Spencer 6770 PARKER FARM DRIVE SUITE 300 WILMINGTON, NC 28405 | X |
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Signatures
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/s/ Jeanette Sellers as Attorney-in-Fact for Spencer Lake | | 8/3/2020 |
**Signature of Reporting Person | Date |
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