Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ) *
nCino, Inc.
(Name of Issuer)
Common Stock, par value $0.0005 per share
(Title of Class of Securities)
63947X101
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| ☒ | Rule 13d-1(b) |
| ☐ | Rule 13d-1(c) |
| ☐ | Rule 13d-1(d) |
| * | 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. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 63947X101 | 13G | Page 2 of 7 Pages |
| 1. |
Names of Reporting Persons
Marc Stad | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,366,557 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,366,557 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,366,557 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.6% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IN, HC | |||||
| 1 | Based on 111,034,523 shares of Common Stock outstanding as of November 25, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on November 30, 2022. |
| CUSIP No. 63947X101 | 13G | Page 3 of 7 Pages |
| 1. |
Names of Reporting Persons
Dragoneer Investment Group, LLC | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ | |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
7,366,557 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
7,366,557 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
7,366,557 | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row (9)
6.6% (1) | |||||
| 12. | Type of Reporting Person (See Instructions)
IA, OO | |||||
| 1 | Based on 111,034,523 shares of Common Stock outstanding as of November 25, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on N ovember 30, 2022. |
| CUSIP No. 63947X101 | 13G | Page 4 of 7 Pages |
SCHEDULE 13G
Item 1.
(a) Name of Issuer
nCino, Inc. (the “Issuer”)
(b) Address of Issuer’s Principal Executive Offices
6770 Parker Farm Drive
Wilmington, North Carolina 28405
Item 2.
(a) Name of Person Filing
This Schedule 13G (the “Schedule 13G”) is being filed jointly by each of Marc Stad and Dragoneer Investment Group, LLC (collectively, the “Reporting Persons”).
The Reporting Persons have entered into a Joint Filing Agreement, dated February 14, 2023, a copy of which is attached as Exhibit A to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the “Act”).
(b) Address of Principal Business Office or, if none, Residence
The address of the principal business office for all Reporting Persons is: One Letterman Dr., Bldg D, Ste M500, San Francisco, CA 94129.
(c) Citizenship
The citizenship or place of organization of each of the Reporting Persons is set forth on such Reporting Person’s cover page.
(d) Title of Class of Securities
Common Stock, par value $0.0005 per share
(e) CUSIP Number
63947X101
| CUSIP No. 63947X101 | 13G | Page 5 of 7 Pages |
| Item 3. | 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: |
| (a) | ☐ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | ||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||
| (c) | ☐ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | ||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||
| (e) | ☒ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||
| (g) | ☒ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||
| (h) | ☐ | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||
| (i) | ☐ | 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); | ||
| (j) | ☐ | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ☐ | Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | ||
| If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | ||||
| Item 4. | Ownership |
(a) through (c)
The information set forth in Rows (5) through (11) of the cover pages to this Schedule 13G is incorporated herein by reference for each Reporting Person.
Dragoneer Investment Group, LLC (the “Dragoneer Adviser”) is a registered investment adviser under the Investment Advisers Act of 1940, as amended. As the managing member of Dragoneer Adviser, Cardinal DIG CC, LLC may also be deemed to share voting and dispositive power with respect to the Common Stock. Marc Stad is the sole member of Cardinal DIG CC, LLC. By virtue of these relationships, each of the Reporting Persons may be deemed to share beneficial ownership of the Common Stock of the Issuer.
| CUSIP No. 63947X101 | 13G | Page 6 of 7 Pages |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.
Not applicable.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
Dragoneer Adviser serves as investment adviser to Dragoneer Global Fund II, L.P., a limited partnership (PN), which has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, greater than five percent of the outstanding Common Stock of the Issuer.
| Item 7. | Identification and Classificati on of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
See item 6.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
| CUSIP No. 63947X101 | 13G | Page 7 of 7 Pages |
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 14, 2023
| /s/ Marc Stad | ||
| Marc Stad | ||
| DRAGONEER INVESTMENT GROUP, LLC | ||
| By: | Cardinal DIG CC, LLC | |
| Its: | Managing Member | |
| By: | /s/ Pat Robertson | |
| Name: Pat Robertson Title: Chief Operating Officer | ||