Sec Form 3 Filing - Sharan Sharat @ 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 Sharan Sharat 2. Issuer Name and Ticker or Trading Symbol ON24 INC [ ONTF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) President and Chief Executive (Last) (First) (Middle) C/O ON24, INC., 50 BEALE STREET, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2021 (Street) SAN FRANCISCO, CA94015 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 1,995,187 D Common Stock 100,000 I Held by daughter

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 A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 4,485 D Stock Option (Right to Buy) $ 14.42 ( 4 ) 12/11/2030 Common Stock 460,000 D Stock Option (Right to Buy) $ 2.32 ( 3 ) 03/16/2030 Common Stock 400,000 D Stock Option (Right to Buy) $ 2.44 ( 2 ) 12/21/2028 Common Stock 427,950 D Stock Option (Right to Buy) $ 1.98 ( 2 ) 01/04/2026 Common Stock 477,382 D Stock Option (Right to Buy) $ 1.95 ( 2 ) 07/24/2025 Common Stock 497,642 D Stock Option (Right to Buy) $ 1.95 ( 2 ) 09/17/2024 Common Stock 200,000 D Restricted Stock Units $ 2.52 ( 5 ) 06/17/2021 Common Stock 187,500 D Stock Option (Right to Buy) $ 1.95 ( 2 ) 01/01/2024 Common Stock 250,000 D Stock Option (Right to Buy) $ 1.95 ( 2 ) 09/17/2023 Common Stock 200,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sharan Sharat C/O ON24, INC. 50 BEALE STREET, 8TH FLOOR SAN FRANCISCO, CA94015 X X President and Chief Executive Signatures /s/ Sharat Sharan, William Weesner, Attorney-in-Fact 02/02/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 into shares of the Issuer's common stock upon the closing of the Issuer's initial public offering. ( 2 )The option is fully vested and exercisable. ( 3 )The options vested with respect to 1/24th of such shares on January 1, 2021, with 1/24th of such shares vesting thereafter at the end of each full month of continuous service until fully vested. ( 4 )The options vested with respect to 1/48th of such shares on January 1, 2021, with 1/48th of such shares vesting thereafter at the end of each full month of continuous service until fully vested. ( 5 )Each restricted stock unit represents a right to receive one share of the Issuer's common stock and will automatically convert upon the closing of the Issuer's initial public offering.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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