4//SEC Filing
Lunsford Jeffrey W 4
Accession 0001140361-22-001337
CIK 0001566895other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 4:17 PM ET
Size
7.7 KB
Accession
0001140361-22-001337
Insider Transaction Report
Form 4
nCino OpCo, Inc.NCNO
Lunsford Jeffrey W
Director
Transactions
- Disposition to Issuer
Common Stock
2022-01-07−2,688→ 0 total - Disposition to Issuer
Common Stock
2022-01-07−240,716→ 2,688 total
Footnotes (3)
- [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.
Documents
Issuer
nCino OpCo, Inc.
CIK 0001566895
Entity typeother
Related Parties
1- filerCIK 0001297515
Filing Metadata
- Form type
- 4
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 4:17 PM ET
- Size
- 7.7 KB