Federman Irwin Form 3 ON24 / IRWIN FEDERMAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FEDERMAN IRWIN

(Last)

(First)

(Middle)

C/O ON24, INC.

50 BEALE STREET, 8TH FLOOR

(Street)

SAN FRANCISCO

94015

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/02/2021

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

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽¹⁾	10/11/2030	Common Stock	125,000	11.18	D
Class A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	2,241,670	⁽²⁾	I	Held by U.S. Venture Partners VII, L.P.⁽³⁾
Class A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	46,701	⁽²⁾	I	Held by 2180 Associates Fund VII, L.P.⁽³⁾
Class A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	23,351	⁽²⁾	I	Held by USVP Entrepreneur Partners VII-A, L.P.⁽³⁾
Class A-1 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	23,351	⁽²⁾	I	Held by USVP Entrepreneur Partners VII-B, L.P.⁽³⁾
Class A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	5,126,735	⁽²⁾	I	Held by U.S. Venture Partners VII, L.P.⁽³⁾
Class A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	106,807	⁽²⁾	I	Held by 2180 Associates Fund VII, L.P.⁽³⁾
Class A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	53,404	⁽²⁾	I	Held by USVP Entrepreneur Partners VII-A, L.P.⁽³⁾
Class A-2 Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	53,404	⁽²⁾	I	Held by USVP Entrepreneur Partners VII-B, L.P.⁽³⁾

Explanation of Responses:

1. The options vested with respect to 1/48th of such shares on November 12, 2020, with 1/48 of such shares vesting thereafter at the end of each full month of continuous service until fully vested.

2. The convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The shares of convertible preferred stock will automatically convert into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering.

3. Presidio Management Group VII, L.L.C. ("PMG VII"), the general partner of each of U.S. Venture Partners VII, L.P. ("USVP VII"), 2180 Associates Fund VII, L.P. ("Associates VII"), USVP Entrepreneur Partners VII-A, L.P. ("USVP VII-A") and USVP Entrepreneur Partners VII-B, L.P. ("USVP VII-B" and, together with USVP VII, Associates VII and USVP VII-A, the "USVP VII Funds"), has sole voting and dispositive power with respect to the shares held by the USVP VII Funds. The reporting person is a managing member of PMG VII with additional rights with respect to the shares held by the USVP VII Funds, and may be deemed to have sole voting and dispositive power with respect to such shares. Each of the foregoing persons disclaims beneficial ownership of such securities, except to the extent of any pecuniary interest therein.

	/s/ Irwin Federman, William Weesner, Attorney-in-Fact	02/02/2021
	** 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 5 (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.

Federman Irwin Form 3ON24 / IRWIN FEDERMAN ownership change