Entrepreneur Partners Vii A L P Usvp Form 4 ON24 / ENTREPRENEUR PARTNERS VII A L P USVP 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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X

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^*

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. 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)
08/17/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/17/2021		J(1)		1,500,000	D	(1)	4,368,405	I	Directly owned by USVP VII(2)
Common Stock	08/17/2021		J(1)		31,250	D	(1)	91,008	I	Directly owned by 2180-VII(2)
Common Stock	08/17/2021		J(1)		312	A	(1)	312	D
Common Stock	08/18/2021		S		312	D	$20.03(3)	0	D
Common Stock	08/18/2021		S		15,625	D	$20.03(3)	45,505	I	Directly owned by EP7-A(2)
Common Stock	08/18/2021		S		15,625	D	$20.03(3)	45,505	I	Directly owned by EP7-B(2)
Common Stock								5,000	I	Directly owned by Casey Tansey(2)

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

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. Represents a pro-rata in-kind distribution of the Issuer's common stock held directly by each of U.S. Venture Partners VII, L.P. ("USVP VII") and 2180 Associates Fund VII, L.P. ("2180-VII'), without additional consideration to its partners or members. Presidio Management Group VII, L.L.C. ("PMG VII") received a pro-rata in-kind distribution from 2180-VII.

2. 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. ("2180-VII), USVP Entrepreneur Partners VII-A, L.P. ("EP7-A") and USVP Entrepreneur Partners VII-B, L.P. ("EP7-B") (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

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $19.45 to $20.50 inclusive for sales on 8/18/2021. The reporting persons undertake to provide 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 sold at each separate price within the ranges set forth in this footnote to this Form 4.

	Dale Holladay, Attorney in Fact for each Reporting Person	08/19/2021
	** Signature of Reporting Person	Date
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