Sec Form 13G Filing - Salesforce Inc. (CRM) filing for nCino Inc. (NCNO) - 2022-02-11

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  salesforce.com, inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH:

  SOLE VOTING POWER

  2,093,199

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  2,093,199

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  2,093,199

  CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

  1.9%¹

  TYPE OF REPORTING PERSON

  HC, CO

The percentage is calculated based upon (i) 109,725,767 shares of outstanding common stock as of January 7, 2022 as reported in the Issuer’s Registration Statement on Form S-3, filed with Securities and Exchange Commission on January 10, 2022 and (ii) 2,093,199 shares of the Issuer’s common stock held by Salesforce as of December 31, 2021.

Name of Issuer:

Address of Issuer’s Principal Executive Offices:

Name of Person Filing:

Address of Principal Business Office or, if None, Residence:

Citizenship:

Title of Class of Securities:

CUSIP Number:

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).

Group, in accordance with §240.13d-1(b)(1)(ii)(K).

Ownership.

Amount beneficially owned:

Percent of class: See Cover Page Item 11.

Number of shares as to which the person has:

Sole power to vote or to direct the vote: See Cover Page Item 5.

Shared power to vote or to direct the vote: See Cover Page Item 6.

Sole power to dispose or to direct the disposition of: See Cover Page Item 7.

Shared power to dispose or to direct the disposition: See Cover Page Item 8.

Ownership of Five Percent or Less of a Class.

Ownership of More Than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certifications.

As of December 31, 2021, Salesforce held 2,093,199 shares of the Issuer’s common stock, representing 1.9% of the Issuer’s outstanding common stock calculated based upon 109,725,767 shares of outstanding common stock as reported in the Issuer’s Registration Statement on Form S-3, filed with Securities and Exchange Commission on January 10, 2022.

/s/ Amy Weaver