Gregory Orenstein Form 3 NCINO / Gregory Orenstein ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Orenstein Gregory

(Last) (First) (Middle)

6770 PARKER FARM DRIVE, SUITE 200

(Street)

WILMINGTON NC 28405

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/13/2020

3. Issuer Name and Ticker or Trading Symbol
NCINO, INC. [ NCNO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Corp Dev & Legal Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	08/15/2026	Common Stock	35,000	(1)	D
Restricted Stock Units	(2)	06/08/2027	Common Stock	70,688	(2)	D
Stock Option (Right to Buy)	(3)	11/01/2025	Common Stock	118,368	2.45	D
Stock Option (Right to Buy)	(3)	11/01/2025	Common Stock	122,448	2.45	D
Stock Option (Right to Buy)	(4)	02/01/2027	Common Stock	40,160	4.98	D
Stock Option (Right to Buy)	(4)	02/01/2027	Common Stock	109,840	4.98	D

Explanation of Responses:

1. 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 August 1, 2020, subject to the reporting person's continued employment through the applicable vesting date, and provided that no RSUs can be settled until after the expiration of the lock-up period established in connection with the Issuer's initial public offering. These RSUs fully vest upon a change in control of the Issuer.

2. Each RSU represents a contingent right to receive one 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, and provided that no RSUs can be settled until after the expiration of the lock-up period established in connection with the Issuer's initial public offering. These RSUs fully vest upon a change in control of the Issuer.

3. This option vested in four equal annual installments starting on November 1, 2016.

4. This option vests in four equal annual installments starting on February 1, 2018, subject to the reporting person's continued employment through the applicable vesting date. This option fully vests and becomes exercisable upon a change in control of the Issuer.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Jeanette Sellers as Attorney-in-Fact for Gregory Orenstein	07/13/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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