Sec Form 3 Filing - GOLDMAN SACHS GROUP INC @ ON24 INC - 2021-02-02

FORM 3 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GOLDMAN SACHS GROUP INC 2. Issuer Name and Ticker or Trading Symbol ON24 INC [ ONTF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2021 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Class B Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 3,233,851 I ( 1 ) ( 2 ) ( 4 ) See footnotes ( 1 ) ( 2 ) ( 4 ) Class B-1 Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock 2,310,067 I ( 1 ) ( 3 ) ( 4 ) See footnotes ( 1 ) ( 3 ) ( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY10282 X GSSG Holdings LLC 200 WEST STREET NEW YORK, NY10282 X SPECIAL SITUATIONS INVESTING GROUP II, LLC 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Jamison Yardley, Attorney-in-fact 02/02/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 02/02/2021 Signature of Reporting Person Date /s/ Jamison Yardley, Attorney-in-fact 02/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), GSSG Holdings LLC ("GSSG"), and Special Situations Investing Group II, LLC ("SSIG") (together, the "Reporting Persons"). GSSG is a wholly owned subsidiary of GS Group, and SSIG is a wholly owned subsidiary of GSSG. ( 2 )GS Group may be deemed to beneficially own indirectly, in the aggregate, 3,233,851 shares of Class B Preferred Stock, par value $0.001 per share ("Class B Preferred Stock") of ON24, Inc. (the "Issuer") by reason of the direct or indirect beneficial ownership of such shares as follows: 3,233,851 shares of Class B Preferred Stock held by SSIG. ( 3 )GS Group may be deemed to beneficially own indirectly, in the aggregate, 2,310,067 shares of Class B-1 Preferred Stock, par value $0.001 per share ("Class B-1 Preferred Stock") of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: 2,310,067 shares of Class B-1 Preferred Stock held by SSIG. ( 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 convertible preferred stock is convertible at any time, at the holder's election, and has no expiration date. The shares of convertible preferred stock will automatically convert on a 1-for-1 basis into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering

Remarks: Exhibit 24.1 - Power of Attorney (GS Group) Exhibit 24.2 - Power of Attorney (GSSG) Exhibit 24.3 - Power of Attorney (SSIG)

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 4(b)(v).

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