Sec Form 4 Filing - GOLDMAN SACHS GROUP INC @ ON24 INC. - 2021-02-03

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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)
02/03/2021
(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
Common Stock 02/03/2021 P 4,027 A $ 71.28 ( 4 ) 4,027 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/03/2021 P 28,670 A $ 72.06 ( 5 ) 32,697 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/03/2021 P 1,366 A $ 73.21 ( 6 ) 34,063 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/03/2021 P 9,737 A $ 74.22 ( 7 ) 43,800 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/03/2021 P 200 A $ 75.28 44,000 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/03/2021 P 43,600 A $ 76.99 ( 8 ) 87,600 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/03/2021 P 200 A $ 79.46 87,800 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/03/2021 S 900 D $ 72.13 ( 9 ) 86,900 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/03/2021 S 1,300 D $ 76.76 ( 10 ) 85,600 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/05/2021 P 22 A $ 68.15 85,622 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/05/2021 S 22 D $ 68.15 85,600 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/05/2021 C 5,543,918 A 5,629,518 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
Common Stock 02/05/2021 S 275,000 D $ 46.5 5,354,518 I ( 1 ) ( 2 ) ( 3 ) See Footnotes ( 1 ) ( 2 ) ( 3 )
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 ( 11 ) 02/05/2021 C 3,233,851 ( 11 ) ( 11 ) Common Stock 3,233,851 $ 0 0 I ( 1 ) ( 2 ) ( 3 ) See footnotes ( 1 ) ( 2 ) ( 3 )
Class B-1 Preferred Stock ( 11 ) 02/05/2021 C 2,310,067 ( 11 ) ( 11 ) Common Stock 2,310,067 $ 0 0 I ( 1 ) ( 2 ) ( 3 ) See footnotes ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK, NY10282
X
GOLDMAN SACHS & CO. LLC
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 02/09/2021
Signature of Reporting Person Date
/s/ Jamison Yardley, Attorney-in-fact 02/09/2021
Signature of Reporting Person Date
/s/ Jamison Yardley, Attorney-in-fact 02/09/2021
Signature of Reporting Person Date
/s/ Jamison Yardley, Attorney-in-fact 02/09/2021
Signature of Reporting Person Date
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, 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. Certain of the transactions reported herein were effected by Goldman Sachs acting as agent on behalf of an international affiliate that had entered into riskless principal trades in connection with client trade facilitation in the ordinary course of its business. Without conceding riskless principal trades in connection with client facilitation in the ordinary course of business can result in liability under Section 16(b), the amount of profit recoverable by ON24, Inc. (the "Issuer") from the reported transactions will be remitted to the Issuer.
( 2 )GS Group may be deemed to beneficially own indirectly, the number of shares of Common Stock, par value $0.0001 per share ("Common Stock") of the Issuer reported as held by SSIG and/or Goldman Sachs, respectively. After giving effect to the transaction on February 5, 2021, Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 5,354,518 shares of the common stock (the "Common Stock") of the Issuer by reason of the direct or indirect beneficial ownership of such shares as follows: (i) 5,268,918 shares of Common Stock held by SSIG and (ii) 85,600 shares of Common Stock held by Goldman Sachs.
( 3 )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.
( 4 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $70.58 to $71.52, inclusive. The reporting person undertakes 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 purchased or sold at each separate price within the ranges set forth in footnotes (4) through (10) to this Form 4.
( 5 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $71.61 to $72.58, inclusive.
( 6 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72.61 to $73.60, inclusive.
( 7 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $73.70 to $74.39, inclusive.
( 8 )The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $76.31 to $77.00, inclusive.
( 9 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.00 to $72.30, inclusive.
( 10 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $76.42 to $77.30, inclusive.
( 11 )All of the shares of convertible preferred stock automatically converted into shares of the Issuer's Common Stock on a 1-for-1 basis upon the closing of the Issuer's initial public offering. The convertible preferred stock had no expiration date.

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