4//SEC Filing
Lake Spencer 4
Accession 0001140361-22-001354
CIK 0001902733other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 4:25 PM ET
Size
10.3 KB
Accession
0001140361-22-001354
Insider Transaction Report
Form 4
nCino, Inc.NCNO
Lake Spencer
Director
Transactions
- Award
Stock Option (Right to Buy)
2022-01-07+37,100→ 37,100 totalExercise: $4.98Exp: 2027-06-01→ Common Stock (37,100 underlying) - Award
Common Stock
2022-01-07+9,125→ 9,125 total - Award
Common Stock
2022-01-07+2,688→ 11,813 total
Footnotes (6)
- [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.
Documents
Issuer
nCino, Inc.
CIK 0001902733
Entity typeother
Related Parties
1- filerCIK 0001814524
Filing Metadata
- Form type
- 4
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 4:25 PM ET
- Size
- 10.3 KB