Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
ON24 INC. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
68339B104 (CUSIP Number) |
Zac Rosenberg Indaba Capital Management, L.P., One Letterman Drive, BLDG D, Suite DM700 San Francisco, CA, 94129 415-680-1030 Ryan Nebel Dorothy Sluszka, Olshan Frome Wolosky LLP New York, NY, 10019 212-451-2300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/29/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 68339B104 |
| 1 |
Name of reporting person
Indaba Capital Management, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,240,256.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person:
Based on 42,282,395 shares of common stock of ON24, Inc. (the "Issuer") outstanding as of November 3, 2025, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission (the "SEC") on November 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 68339B104 |
| 1 |
Name of reporting person
IC GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
|
||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,240,256.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
Based on 42,282,395 shares of common stock of the Issuer outstanding as of November 3, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 10, 2025.
SCHEDULE 13D
|
| CUSIP No. | 68339B104 |
| 1 |
Name of reporting person
SCHRIER DEREK C | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,240,256.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
Based on 42,282,395 shares of common stock of the Issuer outstanding as of November 3, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on November 10, 2025.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
ON24 INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
301 HOWARD STREET, SUITE 1100, SAN FRANCISCO,
CALIFORNIA
, 94105. | |
Item 1 Comment:
The following constitutes Amendment No. 5 ("Amendment No. 5") to the Schedule 13D filed with the SEC by Indaba Capital Management, L.P. (the "Investment Manager"), IC GP, LLC ("IC GP") and Derek C. Schrier (collectively, "Indaba" or the "Reporting Persons") on December 20, 2022, as amended by Amendment No. 1 filed on March 13, 2023, Amendment No. 2 filed on January 18, 2024, Amendment No. 3 filed on February 26, 2024, and Amendment No. 4 filed on March 19, 2025. This Amendment No. 5 amends and restates the Schedule 13D as specifically set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D, as amended. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows: On December 29, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Cvent Atlanta, LLC, a Delaware limited liability company ("Parent"), and Summit Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"). Parent and Merger Sub are affiliated with Cvent, Inc. and have agreed to acquire all of the Issuer's outstanding shares of common stock for $8.10 per share, in cash. Pursuant to and subject to the terms of the Merger Agreement, Merger Sub will merge with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving company and wholly-owned subsidiary of Parent following the proposed transaction, as more fully described in the Form 8-K filed by the Issuer with the SEC on December 30, 2025. Concurrently with the execution of the Merger Agreement, Indaba and certain other parties entered into separate voting and support agreements (each, a "Voting and Support Agreement") with Parent. Pursuant to the Voting and Support Agreement, Indaba agreed, among other things, to (i) vote or cause to be voted all of its shares of common stock of the Issuer in favor of the Merger and the transactions contemplated by the Merger Agreement and (ii) prior to the Expiration Time (as defined in the Voting and Support Agreement) and subject to limited exceptions, not to sell or otherwise transfer any of its shares of common stock other than with the consent of Parent. The Voting and Support Agreement terminates in certain circumstances, including, among others, upon a Company Adverse Recommendation Change (as defined in the Merger Agreement) and by written consent of Parent, the Issuer and each stockholder party thereto. The foregoing description of the Voting and Support Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting and Support Agreement, which is attached hereto as Exhibit 99.1. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby supplemented to add the following: On December 29, 2025, Indaba and Parent entered into the Voting and Support Agreement as defined and described in Item 4 above. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 is hereby supplemented to add the following exhibit: 99.1 - Voting and Support Agreement. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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