ON24 Form 4 Change in insider ownership

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ON24 INC. [ ONTF ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/03/2021		P		4,027	A	$71.28⁽⁴⁾	4,027	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/03/2021		P		28,670	A	$72.06⁽⁵⁾	32,697	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/03/2021		P		1,366	A	$73.21⁽⁶⁾	34,063	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/03/2021		P		9,737	A	$74.22⁽⁷⁾	43,800	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/03/2021		P		200	A	$75.28	44,000	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/03/2021		P		43,600	A	$76.99⁽⁸⁾	87,600	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/03/2021		P		200	A	$79.46	87,800	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/03/2021		S		900	D	$72.13⁽⁹⁾	86,900	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/03/2021		S		1,300	D	$76.76⁽¹⁰⁾	85,600	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/05/2021		P		22	A	$68.15	85,622	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/05/2021		S		22	D	$68.15	85,600	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/05/2021		C		5,543,918	A	⁽¹¹⁾	5,629,518	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾
Common Stock	02/05/2021		S		275,000	D	$46.5	5,354,518	I⁽¹⁾⁽²⁾⁽³⁾	See Footnotes⁽¹⁾⁽²⁾⁽³⁾

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Preferred Stock	⁽¹¹⁾	02/05/2021		C			3,233,851	⁽¹¹⁾	⁽¹¹⁾	Common Stock	3,233,851	$0	0	I⁽¹⁾⁽²⁾⁽³⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾
Class B-1 Preferred Stock	⁽¹¹⁾	02/05/2021		C			2,310,067	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,310,067	$0	0	I⁽¹⁾⁽²⁾⁽³⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

GOLDMAN SACHS GROUP INC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

GSSG Holdings LLC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SPECIAL SITUATIONS INVESTING GROUP II, LLC

(Last)

(First)

(Middle)

200 WEST STREET

(Street)

NEW YORK

10282

(City)

(State)

(Zip)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSSG Holdings LLC ("GSSG"), and Special Situations Investing Group II, LLC ("SSIG") (together, the "Reporting Persons"). GSSG is a wholly owned subsidiary of GS Group, and SSIG is a wholly owned subsidiary of GSSG. Goldman Sachs is a wholly owned subsidiary of GS Group. Certain of the transactions reported herein were effected by Goldman Sachs acting as agent on behalf of an international affiliate that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of its business. Without conceding riskless principal trades in connection with client facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit recoverable by ON24, Inc. (the "Issuer") from the reported transactions will be remitted to the Issuer.

2. GS Group may be deemed to beneficially own indirectly, the number of shares of Common Stock, par value $0.0001 per share ("Common Stock") of the Issuer reported as held by SSIG and/or Goldman Sachs, respectively. After giving effect to the transaction on February 5, 2021, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 5,354,518 shares of the common stock (the "Common Stock") of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 5,268,918 shares of Common Stock held by SSIG and (ii) 85,600 shares of Common Stock held by Goldman Sachs.

3. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.58 to $71.52, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased or sold at each separate price within the ranges set forth in footnotes (4) through (10) to this Form 4.

5. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.61 to $72.58, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72.61 to $73.60, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $73.70 to $74.39, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $76.31 to $77.00, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.30, inclusive.

10. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.42 to $77.30, inclusive.

11. All of the shares of convertible preferred stock automatically converted into shares of the Issuer's Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering. The convertible preferred stock had no expiration date.

	/s/ Jamison Yardley, Attorney-in-fact	02/09/2021
	/s/ Jamison Yardley, Attorney-in-fact	02/09/2021
	/s/ Jamison Yardley, Attorney-in-fact	02/09/2021
	/s/ Jamison Yardley, Attorney-in-fact	02/09/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ON24 (ONTF) Form 4Change in insider ownership