Sec Form 4 Filing - Sellers Jeanette @ nCino OpCo, Inc. - 2022-01-07

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Sellers Jeanette 2. Issuer Name and Ticker or Trading Symbol nCino OpCo, Inc. [ NCNO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP of Accounting (Last) (First) (Middle) 6770 PARKER FARM DRIVE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 01/07/2022 (Street) WILMINGTON, NC28405 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/07/2022 D 2,293( 9 ) D 3,243 D Common Stock 01/07/2022 D 3,243 D 0 D Common Stock 01/07/2022 D 13,566 D 0 I By spouse

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 5 ) 01/07/2022 D 1,064 ( 5 ) 11/22/2027 Common Stock 1,064 ( 1 )( 3 ) 0 D Restricted Stock Units ( 6 ) 01/07/2022 D 4,375 ( 6 ) 08/15/2026 Common Stock 4,375 ( 1 )( 3 ) 0 D Restricted Stock Units ( 7 ) 01/07/2022 D 11,805 ( 7 ) 06/08/2027 Common Stock 11,805 ( 1 )( 3 ) 0 D Stock Option (Right to Buy) $ 14.71 01/07/2022 D 3,000 ( 8 ) 09/18/2028 Common Stock 3,000 ( 1 )( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sellers Jeanette 6770 PARKER FARM DRIVE SUITE 200 WILMINGTON, NC28405 VP of Accounting Signatures /s/ Jeanette Sellers 01/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )Pursuant to the Merger Agreement, at the Effective Time, these options converted automatically into an equivalent number of options to purchase Parent Shares on substantially the same terms and conditions (including vesting schedule and per share exercise price) as applied to such options immediately prior to the Effective Time. ( 5 )Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 1,418 RSUs that vest in four equal annual installments starting on November 1, 2021, subject to the reporting person's continued employment through the applicable vesting date. ( 6 )Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 8,750 RSUs that vest in four equal annual installments starting on August 1, 2020, subject to the reporting person's continued employment through the applicable vesting date. ( 7 )Each RSU represents a contingent right to receive one Share. These RSUs remain from an original grant of 15,740 RSUs that vest in four equal annual installments starting on June 8, 2021, subject to the reporting person's continued employment through the applicable vesting date. ( 8 )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. ( 9 )Includes 57 Shares acquired under the Issuer's stock purchase plan on December 31, 2021.

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