FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ON24 INC. [ ONTF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/05/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | (1) | 153,508 | I | Held by 2180 Associates Fund VII, L.P.(2) | ||
Common Stock | 02/05/2021 | C | 7,368,405 | A | (1) | 7,368,405 | I | Held by U.S. Venture Partners VII, L.P.(2) | ||
Common Stock | 02/05/2021 | C | 76,755 | A | (1) | 76,755 | I | Held by USVP Entrepreneur Partners VII-A, L.P.(2) | ||
Common Stock | 02/05/2021 | C | 76,755 | A | (1) | 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) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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. |
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 pecuniary interest therein. |
/s/ Irwin Federman, William Weesner, Attorney-in-Fact | 02/05/2021 | |
** 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 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. | ||
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. |