Steven A. Collins - Jan 7, 2022 Form 4 Insider Report for nCino OpCo, Inc. (NCNO)

Role: Director
Signature: /s/ Jeanette Sellers as Attorney-in-Fact for Steven A. Collins
Stock symbol: NCNO
Transactions as of: Jan 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 1/11/2022, 03:16 PM
Previous filing: Nov 9, 2021
Next filing: May 26, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NCNO	Common Stock	Disposed to Issuer		-47.3K	-94.62%		2.69K	Jan 7, 2022	Direct	F1, F2
transaction	NCNO	Common Stock	Disposed to Issuer		-2.69K	-100%		0	Jan 7, 2022	Direct	F1, F3

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	Disposed to Issuer		-10K	-100%		0	Jan 7, 2022	Common Stock	10K		Direct	F1, F3, F4

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

Steven A. Collins is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated November 16, 2021 (the "Merger Agreement"), by and among the Issuer, Penny HoldCo, Inc., a Delaware corporation and a wholly owned subsidiary of the Issuer ("Parent"), SimpleNexus, LLC, a Utah limited liability company (the "SimpleNexus"), and certain other parties, effective January 7, 2022, among other things: (i) the Issuer merged with a merger sub and survived such merger as a wholly owned subsidiary of Parent (the "nCino Merger"); (ii) certain blocker merger sub entities merged with and into the respective corresponding blocker entity, with each of the respective blocker entities surviving as a wholly owned subsidiary of Parent; (iii) SimpleNexus merged with a separate merger sub and survived such merger as a wholly owned indirect subsidiary of Parent (the mergers contemplated in clauses (i) - (iii) hereof, collectively, the "Mergers"). Upon completion of the Mergers, Parent changed its name to nCino, Inc.
F2	Pursuant to the Merger Agreement, at the effective time of the nCino Merger (the "Effective Time"), these shares of the Issuer's common stock, par value $0.0005 per share, ("Shares") converted automatically into an equivalent number of shares of common stock, par value $0.0005 per share, of Parent ("Parent Shares"). As of January 7, 2022, the closing market price of the Shares was $50.82.
F3	Pursuant to the Merger Agreement, at the Effective Time, these restricted stock units ("RSUs") converted automatically into an award of an equivalent number of Parent restricted stock units on substantially the same terms and conditions (including vesting and delivery schedule) as applied to such RSU immediately prior to the Effective Time.
F4	Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 15,000 RSUs that vest in three equal annual installments starting on February 1, 2021, subject to the reporting person's continued service through the applicable vesting date.