Insight Holdings Group Amends nCino Stake Filing

TL;DR

Insight Holdings Group updated their nCino stake filing on 4/3/24. Major investor activity.

AI Summary

Insight Holdings Group, LLC and its affiliates have filed an amendment to their Schedule 13D, reporting a change in their beneficial ownership of nCino, Inc. as of April 3, 2024. The filing details various entities within the Insight Holdings Group that collectively hold shares in nCino.

Why It Matters

This filing indicates a potential shift in significant ownership or strategy by a major investor in nCino, Inc., which could influence the company's stock performance and future direction.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can signal shifts in investor sentiment or strategy, potentially impacting stock price.

Key Players & Entities

• Insight Holdings Group, LLC (company) — Reporting entity
• nCino, Inc. (company) — Subject company
• 20240403 (date) — Filing date

FAQ

Key Financial Figures

• $0.0005 — , Inc. (Name of Issuer) Common Stock, $0.0005 Par Value Per Share (Title of Class of
• $35.20 — et transactions at a price per share of $35.20. Item 5. Interest in Securities of the

Filing Documents

• i72923926.htm (SC 13D/A) — 366KB
• 0000899140-24-000445.txt ( ) — 369KB

Source and Amount of Funds or Other Considerations

Item 3. Source and Amount of Funds or Other Considerations.

of the Schedule 13D is amended to add the following

Item 3 of the Schedule 13D is amended to add the following: On April 1, 2024, the Reporting Persons sold 5,100,000 shares of Common Stock in open market transactions at a price per share of $35.20.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. Items 5(a) and 5(b) of the Schedule 13D are amended as follows: The responses of the Reporting Persons on the cover pages hereof are incorporated herein by reference. As of the date hereof, the Reporting Persons beneficially own an aggregate of 34,023,014 shares of Common Stock, which represent approximately 29.8% of the Common Stock outstanding. The percentage of the Common Stock beneficially owned by each Reporting Person as reported herein (including on the cover pages hereof) is calculated based on 114,216,575 shares of Common Stock outstanding as of March 21, 2024, as set forth in the Issuer's annual report for the annual period ended January 31, 2024, as filed with the SEC on March 26, 2024 (the "10-K"). Each of Holdings, IVA X Ltd, IVA IX Ltd, IVA GBC Ltd, IVA X, IVA IX and IVA GBC expressly declare that nothing herein shall be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of any securities covered hereby. IVP X expressly declares that nothing herein shall be construed as an admission that it is, for the purposes of sections 13(d) or 13(g) of the Act or for any other purpose, the beneficial owner of all of the securities owned by the IVP X HoldCos. 76,417 shares of Common Stock are beneficially owned by Jeffrey Horing, a Scheduled Person. To the Reporting Persons' knowledge, no shares of Common Stock are beneficially owned by any other Scheduled Person.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit 7.1 Joint Filing Agreement, dated as of January 18, 2022, by and among the Reporting Persons (incorporated by reference to Exhibit 7.1 to the Schedule 13D filed on behalf of the Reporting Persons with the SEC on January 18, 2022). Exhibit 7.2 Agreement and Plan of Merger, dated as of November 16, 2021, by and among nCino, Inc., Penny HoldCo, Inc., Dollar Merger Sub, Inc., Penny Merger Sub, LLC, SimpleNexus, LLC, Insight Venture Partners, LLC and the other parties thereto (incorporated by reference to Exhibit 2.1 to Form 8-K filed by nCino, Inc. with the SEC on November 17, 2021) Exhibit 7.3 Restrictive Covenant Agreement, dated as of November 16, 2021, by and among Penny HoldCo, Inc. and the Reporting Persons party thereto (incorporated by reference to Exhibit 10.1 to Form 8-K filed by nCino, Inc. with the SEC on November 17, 2021). Exhibit 7.4 First Amended and Restated Investors' Rights Agreement, dated as of February 12, 2015, by and among the Issuer, the Reporting Persons party thereto and the other parties thereto (incorporated by reference to Exhibit 4.2 to Form S-1 filed by nCino, Inc. with the SEC on June 22, 2020), and each amendment thereto (incorporated by reference to Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 4.8 and 4.9 to Amendment No. 1 to Form S-1 filed by nCino, Inc. with the SEC on July 6, 2020). 23

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: April 3, 2024 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 Name: Andrew Prodromos Title: Authorized Officer Dated: April 3, 2024 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 Name: Andrew Prodromos Title: Authorized Officer Dated: April 3, 2024 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 Name: Andrew Prodromos Title: Authorized Officer Dated: April 3, 2024 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 Name: Andrew Prodromos Title: Authorized Officer Dated: April 3, 2024 INSIGHT SN HOLDINGS, LLC By: /s/ Andrew Prodromos Name: Andrew Prodromos Title: Authorized Officer Dated: April 3, 2024 INSIGHT SN HOLDINGS 2, LLC By: /s/ Andrew Prodromos Name: Andrew Prodromos Title: Authorized

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