SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Koefoed William A

(Last)

(First)

(Middle)

C/O ONESTREAM, INC.

191 N. CHESTER STREET

(Street)

BIRMINGHAM

48009

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/24/2024

3. Issuer Name and Ticker or Trading Symbol
OneStream, Inc. [ OS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	20,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,270,924	$0	I	See footnote⁽²⁾
Common Units	⁽¹⁾	⁽¹⁾	Class A Common Stock	175,125	$0	I	See footnote⁽³⁾
Stock Option (right to buy)	⁽⁴⁾	12/04/2031	Class A Common Stock	275,481	$10.65	D
Stock Option (right to buy)	⁽⁵⁾	03/05/2033	Class A Common Stock	459,450	$10.65	D
Stock Option (right to buy)	⁽⁶⁾	03/10/2034	Class A Common Stock	443,604	$14.51	D
Stock Option (right to buy)	⁽⁷⁾	07/22/2034	Class A Common Stock	232,396	$20	D

Explanation of Responses:

1. The Common Units may be redeemed by the Reporting Person at any time on or following the closing of the Issuer's initial public offering for shares of Class D Common Stock on a 1:1 basis, and a corresponding number of shares of Class C Common Stock will be forfeited in connection with the redemption. The Common Units have no expiration date. The Class D Common Stock is in turn convertible at any time, at the holder's election, into Class A Common Stock on a 1:1 basis. Each outstanding share of Class D Common Stock will automatically convert into one share of Class A Common Stock on the first trading day following the seventh anniversary of the Issuer's initial public offering.

2. Shares held of record by the Blazing Elk Management I, Inc. Blazing Elk Management I, Inc.is a subchapter S corporation controlled by the Reporting Person who has sole voting and dispositive power over the shares held by it.

3. Shares held of record by the Blazing Elk Management II, Inc.. Blazing Elk Management II, Inc. is a subchapter S corporation controlled by the Reporting Person who has sole voting and dispositive power over the shares held by it.

4. One-fourth of the shares subject to the option vested on February 15, 2023, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

5. One-fourth of the shares subject to the option vested on February 15, 2024, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

6. One-fourth of the shares subject to the option shall vest on February 15, 2025, and 1/48th of the shares subject to the option shall vest each month thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

7. One-sixteenth of the shares subject to the option shall vest October 23, 2024, and one-sixteenth of the shares subject to the option shall vest every three months thereafter, subject to the Reporting Person continuing to be a service provider through the applicable vesting date.

	/s/ Holly Koczot, attorney-in-fact	07/24/2024
	** Signature of Reporting Person	Date
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 5 (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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.