ON24 (ONTF) Form 4 ON24 / Sharat Sharan ownership change

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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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^*

Sharan Sharat

(Last) (First) (Middle)

C/O ON24, INC.

50 BEALE STREET, 8TH FLOOR

(Street)

SAN FRANCISCO CA 94015

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and Chief Executive

3. Date of Earliest Transaction (Month/Day/Year)
11/01/2021

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

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

X	Form filed by One Reporting Person
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/01/2021	11/01/2021	M		46,875	A	$19.13	1,980,047	D
Common Stock	11/01/2021	11/01/2021	F(1)		23,634	D	$19.13	1,956,413	D
Common Stock	11/02/2021	11/02/2021	M		46,875	A	$19.03	2,003,288	D
Common Stock	11/02/2021	11/02/2021	F(2)		23,241	D	$19.03	1,980,047	D
Common Stock								92,500	I	Held by daughter

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(3)	11/01/2021		M			46,875	(4)	(4)	Common Stock	46,875	$0.00	140,625	D
Restricted Stock Units	(3)	11/02/2021		M			46,875	(4)	(4)	Common Stock	46,875	$0.00	93,750	D

Explanation of Responses:

1. This transaction is not a sale of shares by the Reporting Person. Instead, the shares were withheld by the Issuer, to satisfy withholding taxes in connection with the release on November 1, 2021 of restricted stock units held by the Reporting Person.

2. This transaction is not a sale of shares by the Reporting Person. Instead, the shares were withheld by the Issuer, to satisfy withholding taxes in connection with the release on November 2, 2021 of restricted stock units held by the Reporting Person.

3. Each restricted stock unit represents the contingent right to receive one share of the issuer's common stock.

4. Each restricted stock unit vested upon satisfaction of a service condition and a liquidity condition and settles for one share of the issuer's common stock. The remaining RSUs will settle on December 1, 2021 and December 2, 2021.

Remarks:

	/s/ Sharat Sharan, William Weesner, Attorney-in-Fact	11/03/2021
	** 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.
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