nCino, Inc. — Director's Dealing 2022

Jan 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: nCino, Inc. (NCNO)
CIK: 0001902733
Period of Report: 2022-01-07

Reporting Person: Sellers Jeanette (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-01-07	Common Stock	A	2293	—	Acquired	2293	Direct
2022-01-07	Common Stock	A	20487	—	Acquired	22780	Direct
2022-01-07	Common Stock	A	13566	—	Acquired	13566	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-01-07	Stock Option (Right to Buy)	$14.71	A	3000	Acquired	2028-09-18	Common Stock (3000)	Direct

Footnotes

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 vests in four equal annual installments starting on August 1, 2019, subject to the reporting person's continued employment through the applicable vesting date.