Peter Fugere Form 3 OneStream / Peter Fugere 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^*

Fugere Peter

(Last) (First) (Middle)

C/O ONESTREAM, INC.

191 N. CHESTER STREET

(Street)

BIRMINGHAM MI 48009

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2024

3. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ]

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)

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)
Class A Common Stock	175,831	D
Class A Common Stock	37,699	I	The Fugere Grantor Retained Annuity Trust 1(1)
Class A Common Stock	39,584	I	The Fugere Grantor Retained Annuity Trust 2(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
Stock Option (right to buy)	(2)	03/02/2031	Class A Common Stock	71,429	5.99	D
Stock Option (right to buy)	(3)	12/04/2031	Class A Common Stock	68,871	10.65	D
Stock Option (right to buy)	(4)	03/05/2033	Class A Common Stock	55,000	10.65	D
Stock Option (right to buy)	(5)	03/10/2034	Class A Common Stock	53,250	14.51	D
Common Units	(6)	(6)	Class A Common Stock	338,913	0	I	Fugere Holding LLC(7)
Stock Option (right to buy)	(8)	07/22/2034	Class A Common Stock	102,580	20	D
Class D Common Stock	(9)	(9)	Class A Common Stock	896,045	0	D
Class D Common Stock	(9)	(9)	Class A Common Stock	213,626	0	I	The Fugere Grantor Retained Annuity Trust 1(1)
Class D Common Stock	(9)	(9)	Class A Common Stock	213,626	0	I	The Fugere Grantor Retained Annuity Trust 2(1)

Explanation of Responses:

1. Mr. Fugere and Debra Silberstein serve together as the co-trustees for The Fugere Grantor Retained Annuity Trust 1 and The Fugere Grantor Retained Annuity Trust 2, each has shared voting and investment power over these shares.

2. One-fourth of the shares subject to the option vested on March 1, 2022, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

3. One-fourth of the shares subject to the option vested on February 15, 2023, and 1/48th of the shares subject to the option vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

4. One-fourth of the shares subject to the option vested on February 15, 2024, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

5. One-fourth of the shares subject to the option shall vest on February 15, 2025, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

6. The Common Units may be redeemed by the Reporting Person at any time on or following the closing of the Issuer's initial public offering for shares of Class D Common Stock on a 1:1 basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Class D Common Stock is in turn convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering. The Common Units have no expiration date.

7. Mr. Fugere has sole voting and investment power over the shares held by Fugere Holding LLC.

8. One-sixteenth of the shares subject to the option shall vest October 23, 2024, and one-sixteenth of the shares subject to the option shall vest every three months thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

9. The Class D Common Stock is convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of our Class A common stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.

	/s/ Peter Fugere	07/24/2024
	** 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).
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