Insight Holdings Group Amends nCino Stake to 25.1%

TL;DR

Insight Holdings now owns 25.1% of nCino, Inc. (39.4M shares) as of 7/15/24. No plans to change control.

AI Summary

Insight Holdings Group, LLC and its affiliates have filed an amendment to their Schedule 13D, reporting their beneficial ownership of nCino, Inc. As of July 15, 2024, these entities collectively hold 39,461,812 shares of common stock, representing 25.1% of the outstanding shares. This filing indicates a significant stake in the company, with no immediate plans to change control or business operations.

Why It Matters

This filing signifies a substantial ownership position by a major investment firm in nCino, Inc., potentially influencing future strategic decisions or board representation.

Risk Assessment

Risk Level: medium — Significant ownership by a large investment group can lead to changes in company strategy or potential future transactions.

Key Numbers

• 39,461,812 — Shares Owned (Beneficial ownership by Insight Holdings Group and affiliates as of July 15, 2024.)
• 25.1% — Ownership Percentage (Represents the total stake held by Insight Holdings Group and affiliates in nCino, Inc.)

Key Players & Entities

• Insight Holdings Group, LLC (company) — Reporting entity
• nCino, Inc. (company) — Subject company
• 39,461,812 (dollar_amount) — Number of shares beneficially owned
• 25.1% (dollar_amount) — Percentage of outstanding shares beneficially owned
• 20240715 (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
• $31.50 — Stock were sold at a price per share of $31.50 and 856,591 shares were sold in multipl
• $31.000 — ple transactions at prices ranging from $31.000 to $31.675, inclusive. The Reporting Pe
• $31 — tions at prices ranging from $31.000 to $31.675, inclusive. The Reporting Persons u

Filing Documents

• tm2419508d1_sc13da.htm (SC 13D/A) — 322KB
• 0001104659-24-079980.txt ( ) — 324KB

Source and Amount of Funds or Other Considerations

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

of the Schedule 13D is

Item 3 of the Schedule 13D is amended to add the following: On July 11, 2024, the Reporting Persons sold 5,363,248 shares of Common Stock in open market transactions, of which 4,500,000 shares of Common Stock were sold at a price per share of $31.50 and 856,591 shares were sold in multiple transactions at prices ranging from $31.000 to $31.675, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price.

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 19,516,357 shares of Common Stock, which represent approximately 17.0% 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 115,084,198 shares of Common Stock outstanding as of May 24, 2024, as set forth in the Issuer’s quarterly report for the quarterly period ended April 30, 2024, as filed with the SEC on May 29, 2024 (the “10-Q”). 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. 255,130 shares of Common Stock (includes 5,874 restricted stock units) 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.

(c) of the Schedule 13D is amended

Item 5(c) of the Schedule 13D is amended as follows: The information contained in Item 3 of this Amendment No. 6 is incorporated herein by reference, as applicable.

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).

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: July 15, 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: July 15, 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: July 15, 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: July 15, 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: July 15, 2024 INSIGHT SN HOLDINGS, LLC By: /s/ Andrew Prodromos Name: Andrew Prodromos Title:

View Full Filing

View this SC 13D/A filing on SEC EDGAR