Jeffrey W. Lunsford - Jan 7, 2022 Form 4 Insider Report for nCino OpCo, Inc. (NCNO)

Role
Director
Signature
/s/ Jeanette Sellers, Attorney-in-Fact for Jeffrey W. Lunsford
Stock symbol
NCNO
Transactions as of
Jan 7, 2022
Transactions value $
$0
Form type
4
Date filed
1/11/2022, 03:17 PM
Previous filing
Dec 3, 2021
Next filing
Apr 13, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NCNO Common Stock Disposed to Issuer -241K -98.9% 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
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Jeffrey W. Lunsford 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.