Sec Form 4 Filing - FEDERMAN IRWIN @ ON24 INC. - 2021-02-05

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 FEDERMAN IRWIN 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O ON24, INC., 50 BEALE STREET, 8TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 02/05/2021 (Street) SAN FRANCISCO, CA94105 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 02/05/2021 C 153,508 A 153,508 I Held by 2180 Associates Fund VII, L.P. ( 2 ) Common Stock 02/05/2021 C 7,368,405 A 7,368,405 I Held by U.S. Venture Partners VII, L.P. ( 2 ) Common Stock 02/05/2021 C 76,755 A 76,755 I Held by USVP Entrepreneur Partners VII-A, L.P. ( 2 ) Common Stock 02/05/2021 C 76,755 A 76,755 I Held by USVP Entrepreneur Partners VII-B, L.P. ( 2 )

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-1 Preferred Stock ( 1 ) 02/05/2021 C 46,701 ( 1 ) ( 1 ) Common Stock 46,701 $ 0 0 I Held by 2180 Associates Fund VII, L.P. Class A-1 Preferred Stock ( 1 ) 02/05/2021 C 2,241,670 ( 1 ) ( 1 ) Common Stock 2,241,670 $ 0 0 I Held by U.S. Venture Partners VII, L.P. Class A-1 Preferred Stock ( 1 ) 02/05/2021 C 23,351 ( 1 ) ( 1 ) Common Stock 23,351 $ 0 0 I Held by USVP Entrepreneur Partners VII-A, L.P. Class A-1 Preferred Stock ( 1 ) 02/05/2021 C 23,351 ( 1 ) ( 1 ) Common Stock 23,351 $ 0 0 I Held byUSVP Entrepreneur Partners VII-B, L.P. Class A-2 Preferred Stock ( 1 ) 02/05/2021 C 106,807 ( 1 ) ( 1 ) Common Stock 106,807 $ 0 0 I Held by 2180 Associates Fund VII, L.P. Class A-2 Preferred Stock ( 1 ) 02/05/2021 C 5,126,735 ( 1 ) ( 1 ) Common Stock 5,126,735 $ 0 0 I Held by U.S. Venture Partners VII, L.P. Class A-2 Preferred Stock ( 1 ) 02/05/2021 C 53,404 ( 1 ) ( 1 ) Common Stock 53,404 $ 0 0 I USVP Entrepreneur Partners VII-A, L.P. Class A-2 Preferred Stock ( 1 ) 02/05/2021 C 53,404 ( 1 ) ( 1 ) Common Stock 53,404 $ 0 0 I Held by USVP Entrepreneur Partners VII-B, L.P.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FEDERMAN IRWIN C/O ON24, INC. 50 BEALE STREET, 8TH FLOOR SAN FRANCISCO, CA94105 X X Signatures /s/ Irwin Federman, William Weesner, Attorney-in-Fact 02/05/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 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 pecuniar y interest therein.

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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