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*
(Street)
| 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)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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) | |||||||
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| 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 | ||||
| Stock Option (Right to Buy)(1) | (2) | 06/01/2027 | Common Stock | 16,000 | 4.98 | D | |
| Performance Stock Option (Right to Buy)(1) | (3) | 06/01/2027 | Common Stock | 22,500 | 4.98 | D | |
| Restricted Stock Units | (4) | 06/08/2027 | Common Stock | 7,500 | (4) | D | |
| Restricted Stock Units | (5) | 06/08/2027 | Common Stock | 2,500 | (5) | D | |
| Explanation of Responses: |
| 1. These options were granted to the reporting person pursuant to a Non-Qualified Stock Option Agreement ("Stock Option Agreement") entered into in connection with a Consulting Agreement between the reporting person and the Issuer effective as of May 1, 2017. |
| 2. This option vests in four equal annual installments starting on May 1, 2018, subject to the reporting person's continued service through the applicable vesting date. |
| 3. On May 1, 2017, the reporting person was granted an option to purchase 50,000 shares of common stock of the Issuer ("Shares"), subject to the satisfaction of certain performance criteria set forth in the Stock Option Agreement. The performance criteria for this option are as follows: 1,250 Shares vest for each $1 million of Annual Contract Value (as defined in the Stock Option Agreement) contracted for by the Issuer outside of the Americas during the time period beginning on May 1, 2017 and ending on May 1, 2021, subject to a maximum of 50,000 Shares vesting. As of the date of this Form 3, 22,500 Shares have vested under this performance option. |
| 4. Each restricted stock unit ("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 full on June 8, 2021, subject to the reporting person's continued service 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. |
| 5. 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 vested in full upon the effectiveness of the Securities Act registration statement for the Shares, 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. |
| Remarks: |
| Exhibit List Exhibit 24 - Power of Attorney |
| /s/ Jeanette Sellers as Attorney-in-Fact for Spencer Lake | 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||