Us Venture Partners Vii L P Form 3 ON24 / MANAGEMENT GROUP VII L L C PRESIDIO 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^*

PRESIDIO MANAGEMENT GROUP VII L L C

(Last) (First) (Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CA 94025

(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)

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)

	Form filed by One Reporting Person
X	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class A-1 Preferred Stock	(1)	(1)	Common Stock	2,241,670	(1)	I	Held by U.S. Venture Partners VII, L.P.(2)
Class A-1 Preferred Stock	(1)	(1)	Common Stock	46,701	(1)	I	Held by 2180 Associates Fund VII, L.P.(2)
Class A-1 Preferred Stock	(1)	(1)	Common Stock	23,351	(1)	I	Held by USVP Entrepreneur Partners VII-A, L.P.(2)
Class A-1 Preferred Stock	(1)	(1)	Common Stock	23,351	(1)	I	Held by USVP Entrepreneur Partners VII-B, L.P.(2)
Class A-2 Preferred Stock	(1)	(1)	Common Stock	5,126,735	(1)	I	Held by U.S. Venture Partners VII, L.P.(2)
Class A-2 Preferred Stock	(1)	(1)	Common Stock	106,807	(1)	I	Held by 2180 Associates Fund VII, L.P.(2)
Class A-2 Preferred Stock	(1)	(1)	Common Stock	53,404	(1)	I	Held by USVP Entrepreneur Partners VII-A, L.P.(2)
Class A-2 Preferred Stock	(1)	(1)	Common Stock	53,404	(1)	I	Held by USVP Entrepreneur Partners VII-B, L.P.(2)

1. Name and Address of Reporting Person^*

PRESIDIO MANAGEMENT GROUP VII L L C

(Last) (First) (Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

US VENTURE PARTNERS VII L P

(Last) (First) (Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

2180 ASSOCIATES FUND VII L P

(Last) (First) (Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

USVP ENTREPRENEUR PARTNERS VII A L P

(Last) (First) (Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

USVP ENTREPRENEUR PARTNERS VII B L P

(Last) (First) (Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Tansey Casey M

(Last) (First) (Middle)

1460 EL CAMINO REAL, SUITE 100

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

Explanation of Responses:

1. 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 inital public offering.

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

	Dale Holladay, Attorney-in-Fact for each Reporting Person	02/02/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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