Statement of Changes in Beneficial Ownership (4)
September 01 2021 - 12:33PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
*
FEDERMAN IRWIN |
2. Issuer Name and Ticker or Trading Symbol
ON24 INC.
[
ONTF
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ON24, INC., 50 BEALE STREET, 8TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/30/2021 |
(Street)
SAN FRANCISCO, CA 94105
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 8/30/2021 | | J(1) | | 2868405 | D | (1) | 0 | I | Directly owned by USVP VII (2) |
Common Stock | 8/30/2021 | | J(1) | | 59758 | D | (1) | 0 | I | Directly owned by 2180-VII (2) |
Common Stock | 8/30/2021 | | J(1) | | 597 | A | (1) | 597 | I | Directly owned by PMG VII (2) |
Common Stock | 8/30/2021 | | J(1) | | 3811 | A | (1) | 9790 | D | |
Common Stock | 8/31/2021 | | S | | 597 | D | $22.55 (3) | 0 | I | Directly owned PMG VII (2) |
Common Stock | 8/31/2021 | | S | | 29880 | D | $22.55 (3) | 0 | I | Directly owned by EP7-A (2) |
Common Stock | 8/31/2021 | | S | | 29880 | D | $22.55 (3) | 0 | I | Directly owned by EP7-B (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
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. ("Associates VII"), USVP Entrepreneur Partners VII-A, L.P. ("USVP VII-A") and USVP Entrepreneur Partners VII-B, L.P. ("USVP VII-B" and, together with USVP VII, Associates VII and USVP VII-A, the "USVP VII Funds"), has sole voting and dispositive power with respect to the shares held by the USVP VII Funds. The reporting person is a managing member of PMG VII with additional rights with respect to the shares held by the USVP VII Funds, and may be deemed to have sole voting and dispositive power with respect to such shares. 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 $22.33 to $23.22, inclusive for sales on 8/31/2021. 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
FEDERMAN IRWIN C/O ON24, INC. 50 BEALE STREET, 8TH FLOOR SAN FRANCISCO, CA 94105 | X |
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Signatures
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Dale Holladay, Attorney in Fact for the Reporting Person | | 9/1/2021 |
**Signature of Reporting Person | Date |
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