Lynrock Lake Form 3 ON24 / Cynthia Paul 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^*

Lynrock Lake LP

(Last) (First) (Middle)

2 INTERNATIONAL DRIVE, SUITE 130

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/08/2023

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)
Common Stock	7,329,759	I	By Fund(1)

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

1. Name and Address of Reporting Person^*

Lynrock Lake LP

(Last) (First) (Middle)

2 INTERNATIONAL DRIVE, SUITE 130

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

LYNROCK LAKE PARTNERS LLC

(Last) (First) (Middle)

C/O LYNROCK LAKE LP

2 INTERNATIONAL DRIVE, SUITE 130

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Paul Cynthia

(Last) (First) (Middle)

C/O LYNROCK LAKE LP

2 INTERNATIONAL DRIVE, SUITE 130

(Street)

RYE BROOK NY 10573

(City) (State) (Zip)

Explanation of Responses:

1. Shares are held directly by Lynrock Lake Master Fund LP ("Lynrock Fund"). The investment manager and general partner of Lynrock Fund are Lynrock Lake LP ("Lynrock") and Lynrock Lake Partners LLC ("Lynrock GP"), respectively, and each may be deemed to beneficially own the shares held by Lynrock Fund. Cynthia Paul is the Chief Investment Officer of Lynrock and Sole Member of Lynrock GP and may be deemed to beneficially own the shares held by Lynrock Fund. Each of Lynrock, Lynrock GP and Ms. Paul disclaims beneficial ownership in these shares except to the extent of its or her respective pecuniary interest therein.

Remarks:

	Lynrock Lake LP, By: Lynrock Lake Partners LLC, its General Partner, By: /s/ Cynthia Paul, Sole Member	02/17/2023
	Lynrock Lake Partners LLC, By: /s/ Cynthia Paul, Sole Member	02/17/2023
	/s/ Cynthia Paul	02/17/2023
	** Signature of Reporting Person	Date
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