Gregory Orenstein - Jun 8, 2021 Form 4 Insider Report for NCINO, INC. (NCNO)

Role: Chief Corp Dev & Legal Officer
Signature: /s/ Jeanette Sellers, Attorney-in-fact for Gregory Orenstein
Stock symbol: NCNO
Transactions as of: Jun 8, 2021
Transactions value $: -$505,186
Form type: 4
Date filed: 6/10/2021, 05:35 PM
Previous filing: Jun 9, 2021
Next filing: Aug 4, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NCNO	Common Stock	Options Exercise		+17.7K	+64.81%		44.9K	Jun 8, 2021	Direct	F1
transaction	NCNO	Common Stock	Sale	-$505K	-8.11K	-18.05%	$62.28^*	36.8K	Jun 9, 2021	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NCNO	Restricted Stock Units	Options Exercise	$0	-17.7K	-25%	$0.00	53K	Jun 8, 2021	Common Stock	17.7K		Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit ("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. These RSUs fully vest upon a change in control of the Issuer.
F2	These sales were sold to cover tax withholding due upon vesting of RSUs. Such "sales to cover" are mandated by the Issuer's equity incentive plans to satisfy tax withholding obligations and do not represent a discretionary trade by the reporting person.

Content

Each restricted stock unit ("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. These RSUs fully vest upon a change in control of the Issuer.

These sales were sold to cover tax withholding due upon vesting of RSUs. Such "sales to cover" are mandated by the Issuer's equity incentive plans to satisfy tax withholding obligations and do not represent a discretionary trade by the reporting person.