The Goldman Sachs Group, Inc. (GS) Form 4 Change in insider ownership

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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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^*

GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

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

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2022

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(1)	03/10/2022		S		25,000	D	$12.7029(2)	3,394,025(3)(4)	I	See Footnotes(3)(4)
Common Stock(1)	03/11/2022		S		16,541	D	$12.5768(5)	3,376,770(3)(4)	I	See Footnotes(3)(4)

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^*

GOLDMAN SACHS GROUP INC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GOLDMAN SACHS & CO. LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY 10282

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

GSSG Holdings LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SPECIAL SITUATIONS INVESTING GROUP II, LLC

(Last) (First) (Middle)

200 WEST STREET

(Street)

NEW YORK NY

(City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman Sachs & Co. LLC ("Goldman Sachs"), GSSG Holdings LLC ("GSSG"), and Special Situations Investing Group II, LLC ("SSIG", together with GS Group, Goldman Sachs, and GSSG, the "Reporting Persons"). GSSG is a wholly owned subsidiary of GS Group, and SSIG is a wholly owned subsidiary of GSSG. Goldman Sachs is a wholly owned subsidiary of GS Group.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.545 to $13.07, inclusive. The Reporting Persons undertake to provide to 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 footnotes (2) and (5) to this Form 4.

3. GS Group may be deemed to beneficially own indirectly, the number of shares of common stock of the Issuer (the "Common Stock") reported as held by SSIG and/or Goldman Sachs, respectively. Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 3,376,770 shares of the Common Stock of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 3,286,313 shares of Common Stock held by SSIG and (ii) 90,457 shares of Common Stock held by Goldman Sachs.

4. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person is the beneficial owner of, or has any pecuniary interests in, such securities for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended, or for any other purpose.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.345 to $12.91, inclusive.

Remarks:

The Reporting Persons are filing this Form 4 out of abundance of caution on the basis that they may be deemed directors by deputization of Holger Staude, an employee of Goldman Sachs & Co. LLC who currently serves on the Issuer's board of directors. Mr. Staude disclaims beneficial ownership of any and all securities reported herein, and this report shall not be deemed an admission that Mr. Staude is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Crystal Orgill, Attorney-in-fact	03/14/2022
	/s/ Crystal Orgill, Attorney-in-fact	03/14/2022
	/s/ Crystal Orgill, Attorney-in-fact	03/14/2022
	/s/ Crystal Orgill, Attorney-in-fact	03/14/2022
	** 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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