Statement of Changes in Beneficial Ownership (4)
October 13 2020 - 5:02PM
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
*
Price Trisha |
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)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Product Officer |
(Last)
(First)
(Middle)
6770 PARKER FARM DRIVE, SUITE 200 |
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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Common Stock | 10/12/2020 | | M | | 81632 | A | $2.45 | 92743 | D | |
Common Stock | 10/13/2020 | | M | | 43368 | A | $2.45 | 136111 | D | |
Common Stock | 10/13/2020 | | M | | 22857 | A | $4.5 | 158968 | D | |
Common Stock | 10/13/2020 | | S | | 66225 | D | $72 | 92743 | D | |
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 | (1) | 6/8/2020 | | A (2) | | 54375 | | (1) | 6/8/2027 | Common Stock | 54375 | $0 | 54375 | D | |
Stock Option (Right to Buy) | $2.45 | 10/12/2020 | | M | | | 81632 | (3) | 5/1/2026 | Common Stock | 81632 | $0 | 0 | D | |
Stock Option (Right to Buy) | $2.45 | 10/13/2020 | | M | | | 43368 | (3) | 5/1/2026 | Common Stock | 43368 | $0 | 0 | D | |
Stock Option (Right to Buy) | $4.5 | 10/13/2020 | | M | | | 22857 | (4) | 10/1/2026 | Common Stock | 22857 | $0 | 77143 | D | |
Explanation of Responses: |
(1) | Each 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 June 8, 2021, 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) | 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. |
(3) | This option vested in four equal annual installments starting on May 1, 2017. |
(4) | This option vests in four equal annual installments starting on October 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Price Trisha 6770 PARKER FARM DRIVE, SUITE 200 WILMINGTON, NC 28405 |
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| Chief Product Officer |
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Signatures
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/s/ Jeanette Sellers as Attorney-in-Fact for Trisha Price | | 10/13/2020 |
**Signature of Reporting Person | Date |
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