Sec Form 3 Filing - PRESIDIO MANAGEMENT GROUP VII L L C @ 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 PRESIDIO MANAGEMENT GROUP VII L L C 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) 1460 EL CAMINO REAL, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2021 (Street) MENLO PARK, CA94025 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 A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 2,241,670 I Held by U.S. Venture Partners VII, L.P. ( 2 ) Class A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 46,701 I Held by 2180 Associates Fund VII, L.P. ( 2 ) Class A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 23,351 I Held by USVP Entrepreneur Partners VII-A, L.P. ( 2 ) Class A-1 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 23,351 I Held by USVP Entrepreneur Partners VII-B, L.P. ( 2 ) Class A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 5,126,735 I Held by U.S. Venture Partners VII, L.P. ( 2 ) Class A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 106,807 I Held by 2180 Associates Fund VII, L.P. ( 2 ) Class A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 53,404 I Held by USVP Entrepreneur Partners VII-A, L.P. ( 2 ) Class A-2 Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 53,404 I Held by USVP Entrepreneur Partners VII-B, L.P. ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PRESIDIO MANAGEMENT GROUP VII L L C 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA94025 X US VENTURE PARTNERS VII L P 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA94025 X 2180 ASSOCIATES FUND VII L P 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA94025 X USVP ENTREPRENEUR PARTNERS VII A L P 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA94025 X USVP ENTREPRENEUR PARTNERS VII B L P 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA94025 X Tansey Casey M 1460 EL CAMINO REAL, SUITE 100 MENLO PARK, CA94025 X Signatures Dale Holladay, Attorney-in-Fact for each Reporting Person 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 inital public offering. ( 2 )Presidio Management Group VII, L.L.C. ("PMG VII"), the general partner of each of U.S. Venture Partners VII, L.P., 2180 Associates Fund VII, L.P., USVP Entrepreneur Partners VII-A, L.P. and USVP Entrepreneur Partners VII-B, L.P. (together, the "USVP VII Funds"), has sole voting and dispositive power with respect to the shares held by the USVP VII Funds. Casey Tansey is the sole managing partner of PMG VII and may be deemed to have sole dispositive power over the reported securities held by the USVP VII Funds and may be deemed to have shared voting power over the reported securities held by the USVP VII Funds. Each of the foregoing persons disclaims beneficial ownership of such securities, except to the extent of any pecuniary 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).

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

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