Gregory Orenstein - Jan 7, 2022 Form 4 Insider Report for nCino, Inc. (NCNO)

Role
Chief Corp Dev & Strat Officer
Signature
/s/ Jeanette Sellers, Attorney-in-fact for Gregory Orenstein
Stock symbol
NCNO
Transactions as of
Jan 7, 2022
Transactions value $
$0
Form type
4
Date filed
1/11/2022, 03:25 PM
Previous filing
Sep 9, 2021
Next filing
Feb 3, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NCNO Common Stock Award +19.9K 19.9K Jan 7, 2022 Direct F1, F2, F3
transaction NCNO Common Stock Award +92.1K +462.09% 112K Jan 7, 2022 Direct F1, F2, F4

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 Stock Options (Right to Buy) Award +50K 50K Jan 7, 2022 Common Stock 50K $4.98 Direct F1, F2, F5, F6
transaction NCNO Stock Options (Right to Buy) Award +122K 122K Jan 7, 2022 Common Stock 122K $2.45 Direct F1, F2, F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated November 16, 2021 (the "Merger Agreement"), by and among nCino, Inc., a Delaware corporation ("old nCino"), Penny HoldCo, Inc., a Delaware corporation and, at the time, a wholly owned subsidiary of old nCino (the "Issuer"), SimpleNexus, LLC, a Utah limited liability company (the "SimpleNexus"), and certain other parties, effective January 7, 2022, among other things: (i) old nCino merged with a merger sub and survived such merger as a wholly owned subsidiary of the Issuer (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 the Issuer; (iii) SimpleNexus merged with a separate merger sub and survived such merger as a wholly owned indirect subsidiary of the Issuer (the mergers contemplated in clauses (i) - (iii) hereof, collectively, the "Mergers").
F2 Upon completion of the Mergers, the Issuer changed its name to nCino, Inc.
F3 Pursuant to the Merger Agreement, at the effective time of the nCino Merger (the "Effective Time"), each share of old nCino common stock, par value $0.0005 per share, ("Old nCino Shares") converted automatically into one share of common stock, par value $0.0005 per share, of the Issuer ("Shares"). As of January 7, 2022, the closing market price of the old nCino Shares was $50.82.
F4 Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit granted by Old nCino ("Old nCino RSU") converted automatically into a restricted stock unit of the Issuer on substantially the same terms and conditions (including vesting and delivery schedule) as applied to such Old nCino RSU immediately prior to the Effective Time.
F5 Pursuant to the Merger Agreement, at the Effective Time, each stock option to purchase Old nCino Shares ("Old nCino Option") converted automatically into an option to purchase Shares on substantially the same terms and conditions (including vesting schedule and per share exercise price) as applied to such Old nCino Option immediately prior to the Effective Time.
F6 This option is currently exercisable.